-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K+WxEiZ1LfQIU8ZBLU6RzGpPAojYAz0wtYiHAoKEOFhLCmDxWJFjmDvIq1KZ9x/m wQnqaPC1WaS5230v6Ih0Tg== 0000908662-03-000262.txt : 20031028 0000908662-03-000262.hdr.sgml : 20031028 20031028094551 ACCESSION NUMBER: 0000908662-03-000262 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031028 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERPRISE BANCORP INC /MA/ CENTRAL INDEX KEY: 0001018399 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-79135 FILM NUMBER: 03959766 BUSINESS ADDRESS: STREET 1: 222 MERRIMACK ST CITY: LOWELL STATE: MA ZIP: 01852 BUSINESS PHONE: 5084599000 8-K 1 form_8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 28, 2003 (October 28, 2003) -------------------- ENTERPRISE BANCORP, INC. (exact name of registrant as specified in charter) Massachusetts 0-21021 04-3308902 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 222 Merrimack Street 01852 Lowell, Massachusetts (Zip Code) (address of principal office) (978) 459-9000 (Registrant's telephone number, including area code) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Not applicable (b) Not applicable (c) The following exhibit is included with this report: Exhibit 99 Quarterly report to stockholders for the fiscal quarter ended on September 30, 2003 Items 9 and 12. Regulation FD Disclosure Results of Operations and Financial Condition The registrant has provided information concerning its results of operations and financial condition for the three and nine months ended on September 30, 2003. This information is contained in the first four paragraphs of the registrant's quarterly report to stockholders for the fiscal quarter ended on September 30, 2003, together with the registrant's consolidated balance sheet at, and statements of income for the three and nine months ended on, September 30, 2003 included in such report. A copy of this quarterly report to stockholders, which was mailed to stockholders on or about October 28, 2003, is included as Exhibit 99 to this report. [Remainder of Page Intentionally Blank] Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ENTERPRISE BANCORP, INC. Date: October 28, 2003 By: /s/ James A. Marcotte ------------------------------------------ James A. Marcotte Senior Vice President and Chief Financial Officer EX-99 3 exh_99.txt LETTER TO SHAREHOLDERS EXHIBIT 99 ---------- [LOGO] October 28, 2003 Dear Shareholder: Enterprise Bancorp, Inc. reported net income of $1.9 million for the three months ended September 30, 2003 compared to $1.6 million for the same period in 2002. Year-to-date net income amounted to $5.1 million compared to $4.6 million for 2002. As reported previously, on June 23, 2003 Enterprise Bank, along with approximately sixty-five other Massachusetts banks, and the Massachusetts Department of Revenue reached a final settlement regarding disputed retroactive tax assessments concerning the bank's REIT subsidiary, for tax years 1999 - 2002. Under the terms of the settlement, the one-time tax impact to the bank was approximately $1.1 million. Excluding the $1.1 million charge, net income for the nine months ended September 30, 2003 was $6.2 million, an increase of 33% over 2002. The bank reported total assets of $758 million at September 30, 2003, an increase of 7% from September 30, 2002. Total loans were $465 million, a 15% increase versus one year ago. Deposits plus repurchase agreements amounted to $679 million, up 5% over the prior year. In addition, the company's Investment Management and Trust Group reported investment assets under management of $359 million, an increase of 11% versus one year ago. Total assets, investment assets under management, and mortgage loans serviced for others amounted to $1.1 billion at September 30, 2003, an increase of 8% over September 30, 2002. We recorded steady growth in many sectors of our loan portfolio. In particular, impressive increases were evident in both our commercial real estate and construction loan portfolios, with increases of 20% and 49% respectively, during the past nine months. We feel strongly that the depth and experience of our commercial lending team is unequaled in our region. Our lenders have over 400 years of combined lending experience, coupled with the skill and knowledge to work with growing businesses in a challenging economic climate. SBA lending continued to be an important component of our loan portfolio. The Boston Business Journal (October 3, 2003) recently reported that Enterprise Bank now ranks as the 8th largest SBA lender in Massachusetts, (statistics provided by the Small Business Administration), up from #16 in similar rankings published in the BBJ in May 2002. Our 2003 business development campaigns are primarily team efforts utilizing our lenders, branch personnel and senior management. Business development officers call on prospective customers, as well as on existing customers of the bank, which gives us an opportunity to showcase the wide range of products and services Enterprise has to offer. On many occasions, cash-management specialists and trust/investment personnel join in calling efforts to facilitate the transfer of existing relationships to our bank. During the past several months, seminars have been conducted that targeted various market segments, including investment planning, start-up business strategies, and women's financial issues. Such forums present additional opportunities for the bank to attract new business relationships. We encourage all shareholders to contact us directly, or any Enterprise Bank officer, should you be in a position to refer potential business to the bank. We greatly appreciate all shareholder referrals. During 2003, our Investment Management and Trust Group has made significant strides in implementing a new and unique approach to delivering investment management products and services to Enterprise clients. Our highly-personalized "manager of managers" program incorporates a comprehensive group of competitive mutual funds, enhanced investment analytics, access to world-class investment firms, state-of-the-art technology and customized, easy-to-understand client reporting. Reaction from existing customers is extremely positive. We anticipate that our "manager of managers" concept will be a tremendous advantage in attracting prospective clients in the years ahead. We are pleased to announce the addition of Vice President/Relationship Manager Linda MacLean to our investment team. Linda brings 22 years of experience in investment management/brokerage and commercial lending to her new position. A graduate of Wellesley College, Linda has completed graduate business courses at Harvard University, and she is currently a candidate for the Certified Financial Planner (CFP) Certification. Our investment management team has three CFPs readily available to service our clients' needs. We feel this is an impressive number for a community bank in Enterprise's peer group. Although we are continuing to closely monitor economic news, we are cautiously optimistic about encouraging trends both nationwide and in Massachusetts. Headlines announcing job creation during third quarter and growth in the gross domestic product are positive. On a statewide level, the recent statistics published by the Associated Industries of Massachusetts indicate that Massachusetts' companies are seeing a more stable business climate, and even a slight upturn in sales. These indicators are truly welcome signs that we may have turned the corner after more than two years of negative headlines. However, local unemployment figures and manufacturing trends still give us some cause for concern. Enterprise Bank is soon to celebrate its 15th year anniversary. Throughout the years, we have repeatedly expressed our deep appreciation to you, our shareholders, for your loyalty. The importance of your support of Enterprise Bank cannot be overstated. It has made all the difference, and we are extremely grateful. Sincerely, /s/ George L. Duncan /s/ Richard W. Main /s/ John P. Clancy, Jr. - ------------------------ ---------------------------- ----------------------- George L. Duncan Richard W. Main John P. Clancy, Jr. Chairman/ President/Chief Operating/ EVP/Treasurer of Chief Executive Officer Chief Lending Officer Enterprise Bank and of Enterprise Bank and of Enterprise Bank President of Enterprise Enterprise Bancorp, Inc. Bancorp, Inc. Enterprise Bancorp, Inc. and Subsidiaries STATEMENTS OF INCOME (unaudited)
Three Months Ended Nine Months Ended September 30, September 30, ------------------------------ ------------------------------ 2003 2002 2003 2002 -------------- -------------- ------------ -------------- INTEREST INCOME Interest and fees on loans $ 7,065,675 $ 7,078,535 $ 20,986,500 $ 20,938,697 Interest on investment securities 1,428,128 2,649,364 5,986,458 7,880,663 Interest on federal funds sold 154,832 104,265 242,447 170,671 ------------ ------------ ------------ ------------ Total interest income 8,648,635 9,832,164 27,215,405 28,990,031 ------------ ------------ ------------ ------------ INTEREST EXPENSE Interest on deposits 1,597,241 2,463,635 5,168,502 7,159,899 Interest on repurchase agreements 2,491 13,045 8,559 279,379 Interest on Federal Home Loan Bank borrowings 24,129 7,596 69,764 30,799 Interest on Trust Preferred Securities (1) 285,469 -- 285,469 -- ------------ ------------ ------------ ------------ Total interest expense 1,909,330 2,484,276 5,532,294 7,470,077 ------------ ------------ ------------ ------------ NET INTEREST INCOME 6,739,305 7,347,888 21,683,111 21,519,954 Provision for loan losses 233,125 277,500 833,125 1,047,500 ------------ ------------ ------------ ------------ Net interest income after provision for loan losses 6,506,180 7,070,388 20,849,986 20,472,454 ------------ ------------ ------------ ------------ ------------ Operating expenses (1) (4,977,152) (5,950,614) (15,852,070) (17,471,746) Depreciation (634,075) (670,686) (1,930,890) (1,898,224) Amortization of intangible assets (33,193) (33,193) (99,577) (99,577) Non-interest income 1,657,602 1,312,998 4,919,034 3,969,472 Net gains on sales of investment securities 314,235 476,469 1,869,130 1,341,475 ------------ ------------ ------------ ------------ Income before provision for income taxes 2,833,597 2,205,362 9,755,613 6,313,854 Provision for income taxes 970,491 604,366 4,690,921 1,698,762 ------------ ------------ ------------ ------------ NET INCOME $ 1,863,106 $ 1,600,996 $ 5,064,692 $ 4,615,092 ============ ============ ============ ============ EARNINGS PER SHARE Basic earnings per common share $ 0.52 $ 0.45 $ 1.42 $ 1.32 ============ ============ ============ ============ Diluted earnings per common share $ 0.50 $ 0.44 $ 1.37 $ 1.28 ============ ============ ============ ============ Dividend per common share (2) $ 0.38 $ 0.33 $ 0.38 $ 0.33 ============ ============ ============ ============ Basic weighted average common shares outstanding (3) 3,591,374 3,522,603 3,556,541 3,485,067 ============ ============ ============ ============ Diluted weighted average common shares outstanding 3,746,889 3,637,165 3,695,686 3,602,242 ============ ============ ============ ============
(1) On July 1, 2003, the company began classifying it's trust preferred securities expense as interest expense, as required by a new accounting standard issued by the Financial Accounting Standards Board (FASB), the designated organization in the private sector for establishing standards of financial accounting and reporting. Prior to the new FASB standard, trust preferred securities expense was recorded as a component of operating expense. Interest on trust preferred securities recorded in operating expense was $570,937 for nine months ended September 30, 2003 and $285,469 and $856,406, for the three and nine months periods ended September 30, 2002, respectively. (2) Annual dividends are generally declared in the second quarter of each fiscal year. (3) Weighted average common shares outstanding have increased due to the exercise of employee stock options and reinvestment of dividends from the dividend reinvestment plan. Enterprise Bancorp, Inc. and Subsidiaries BALANCE SHEETS (unaudited)
September 30, December 31, September 30, 2003 2002 2002 ----------------- ----------------- ------------------ ASSETS Cash and due from banks $ 29,490,164 $ 45,778,048 $ 34,565,815 Federal funds sold 67,500,000 -- 29,159,620 Investment securities 170,188,654 239,096,327 220,890,376 Loans 465,409,286 414,123,485 406,086,734 Allowance for loan losses (10,285,206) (9,371,057) (9,276,461) --------------- --------------- --------------- Net loans 455,124,080 404,752,428 396,810,273 --------------- --------------- --------------- Bank premises and equipment 12,826,476 13,143,900 12,981,337 Intangible assets 6,563,315 6,662,892 6,696,085 Other assets 16,406,885 9,262,084 8,943,568 --------------- --------------- --------------- TOTAL ASSETS $ 758,099,574 $ 718,695,679 $ 710,047,074 =============== =============== =============== LIABILITIES, TRUST PREFERRED SECURITIES AND STOCKHOLDERS' EQUITY Deposits $ 678,363,934 $ 638,031,838 $ 643,966,925 Repurchase agreements 935,785 762,737 797,447 Federal Home Loan Bank borrowings 5,470,000 16,470,000 470,000 Trust preferred securities (1) 10,500,000 -- -- Other liabilities 10,400,706 2,850,774 5,676,314 --------------- --------------- --------------- Total liabilities 705,670,425 658,115,349 650,910,686 --------------- --------------- --------------- Trust preferred securities (1) -- 10,500,000 10,500,000 Stockholders' equity 50,447,161 45,612,399 43,782,710 Net unrealized appreciation on investment securities, net of taxes 1,981,988 4,467,931 4,853,678 --------------- --------------- --------------- Total stockholders' equity 52,429,149 50,080,330 48,636,388 --------------- --------------- --------------- TOTAL LIABILITIES, TRUST PREFERRED SECURITIES AND STOCKHOLDERS' EQUITY $ 758,099,574 $ 718,695,679 $ 710,047,074 =============== =============== =============== Investment assets under management $ 359,317,231 $ 317,394,210 $ 323,412,576 =============== =============== =============== Mortgage loans serviced for others $ 15,886,238 $ 16,860,951 $ 18,780,141 =============== =============== =============== Total assets, investment assets under management and mortgage loans serviced for others $ 1,133,303,043 $ 1,052,950,840 $ 1,052,239,791 =============== =============== ===============
(1) As disclosed in the footnotes to the statements of income, on July 1, 2003 the company adopted a new FASB standard, which required that trust preferred securities be classified as interest bearing liabilities. Prior to the new FASB standard, trust preferred securities were recorded on the balance sheet between liabilities and equity. -----END PRIVACY-ENHANCED MESSAGE-----