-----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, KBIm0wziduAXzXuYQBnUAq/74BsBg1RvjTL32UeMmIVj6xPdnpeGJphfWVK8wHPy QPZg6PCceCb+LJBY2NC0Zw== 0000908662-04-000099.txt : 20040427 0000908662-04-000099.hdr.sgml : 20040427 20040427132734 ACCESSION NUMBER: 0000908662-04-000099 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040427 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040427 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: 04756310 BUSINESS ADDRESS: STREET 1: 222 MERRIMACK ST CITY: LOWELL STATE: MA ZIP: 01852 BUSINESS PHONE: 9784599000 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): April 27, 2004 (April 27, 2004) -------------------- 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 March 31, 2004 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 months ended on March 31, 2004. This information is contained in the first two paragraphs of the registrant's quarterly report to stockholders for the fiscal quarter ended on March 31, 2004, together with the registrant's consolidated balance sheet at, and statements of income for the three months ended on, March 31, 2004 included in such report. A copy of this quarterly report to stockholders, which was mailed to stockholders on or about April 27, 2004, 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: April 27, 2004 By: /s/ James A. Marcotte ---------------------------------------- James A. Marcotte Senior Vice President and Chief Financial Officer EX-99 2 exh_99.txt LETTER TO SHAREHOLDERS DATED 4/27/04 EXHIBIT 99 ---------- [LOGO] April 27, 2004 Dear Shareholder: Enterprise Bancorp, Inc.'s net income amounted to $1.7 million for the three months ended March 31, 2004, compared to $0.5 million for the same period in 2003. The primary factors contributing to the increase in net income in the first quarter of 2004, as compared to the first quarter of 2003, were a decrease in the provision for income tax expenses (primarily due to the $1.9 million provision in 2003 related to changes in the Massachusetts tax laws concerning the company's REIT subsidiary(1) ), offset by a decrease in net gains on sales of investment securities, and an increase in the provision for loan losses during the first quarter of 2004. At March 31, 2004, total assets amounted to $776.1 million, an increase of 6% from March 31, 2003. Total loans were $505.7 million at March 31, 2004, an increase of 17% over the prior year. Deposits plus repurchase agreements grew to $703.0 million at March 31, 2004, an increase of 8% over March 31, 2003. In addition, the Investment Management and Trust Group reported investment assets under management of $386.7 million, a 15% increase versus one year ago. Total assets, investment assets under management, and mortgage loans serviced for others amounted to $1.2 billion at March 31, 2004, an increase of 8% from March 31, 2003. At our February 11 annual Employees' Celebration of Success, the Bank recognized the retirement of three valued members of the Enterprise Bank family. VP/Human Resources Manager Jeannette Sheehan, Mary Lou Allen from the Mortgage Center, and SVP/Sr. Trust Officer Paul Shaughnessy from our Investment Management and Trust Group are ending successful banking careers. These three individuals represent over 70 combined years of service to the banking community in Greater Lowell. We salute Jeannie, Mary Lou and Paul for their contributions to the success of Enterprise Bank during their tenure here, and we wish them good health and happiness in the years ahead. For those shareholders and customers that did business with Paul Shaughnessy, he will be available on a limited basis throughout 2004 to assist clients during the transition period. The first quarter of 2004 was a period of significant business development at Enterprise. On March 15, we opened our twelfth branch office at 63 Park Street in Andover. Staffed by a talented group of local professionals, our Andover team was very encouraged by the warm welcome we received from the large group of business and community leaders on hand at ribbon-cutting ceremonies. After only thirty days, business is strong in Andover. Our new branch reports deposits of approximately of $20 million! Such growth is truly impressive, and far exceeds our original projections. The 63 Park Street facility is about one half the size of our typical branch facility. We opened there to create a presence in the Andover market quickly, as we wanted to take full advantage of market opportunities presented by the current bank-acquisition turmoil. Due to the strong growth we've experienced, and the tremendous potential for Enterprise Bank in the Andover area, we plan to relocate into a larger, more permanent office in downtown Andover at 8 High Street, within the next 12-18 months. We plan to share more details with you concerning this major initiative in the months ahead. At our April 20 meeting of the Board of Directors, it was voted to increase the annual dividend to 43 cents per share, payable on June 25 to shareholders of record as of June 4, 2004. The 2004 dividend represents a 13% increase over last year's payout of 38 cents per share. The majority of shareholders have elected to participate in our dividend reinvestment plan. We are pleased to invite additional shareholders interested in dividend reinvestment to contact Equiserve, Inc., our recently-appointed transfer agent, toll-free, at 1-888-218-4390 prior to June 4 to arrange for dividend reinvestment. A confirmation of your dividend reinvestment transaction, including the number of additional shares purchased, will be sent to all participants on June 25. We appreciate the positive reaction we've received from shareholders concerning our 2003 annual report. As a reminder, in preparation for our 2004 annual meeting, proxy materials were mailed to all shareholders on March 26. The 2004 annual meeting is scheduled for May 4, 2004, at 4 p.m. at the American Textile History Museum, 491 Dutton Street in Lowell. It is important that you participate by voting your proxy as soon as possible, whether or not you plan to join us on May 4. A ballot and self-addressed envelope to Equiserve Inc., was enclosed in the March mailing. We look forward to the annual meeting as it presents an opportunity for us to discuss plans for the bank's continued growth and profitability. Our annual meeting also gives us a special chance to express our appreciation to you for your loyal support over the past sixteen years. 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/Chief President/Chief Lending President/Enterprise Executive Officer Officer/Chief Operating Bancorp Inc./EVP/ Officer Treasurer/Enterprise Bank (1) In June 2003, the company subsequently reversed $0.8 million of the March tax charge. The reversal was due to a settlement agreement between the Massachusetts Department of Revenue and Enterprise Bank, along with approximately sixty-five other Massachusetts banks, regarding disputed retroactive assessments for 1999 through 2002. Under the terms of the settlement, the tax expense recorded in 2003 related to prior year assessments, was approximately $1.1 million. Enterprise Bancorp, Inc. and Subsidiaries STATEMENTS OF INCOME (unaudited)
Three Months Ended March 31, --------------------------------- 2004 2003 --------------- ---------------- INTEREST AND DIVIDEND INCOME Loans $ 7,559,331 $ 6,889,722 Investment securities 1,723,787 2,501,598 Short term investments 14,358 24,018 ----------- ----------- Total interest and dividend income 9,297,476 9,415,338 ----------- ----------- INTEREST EXPENSE Deposits 1,455,989 1,852,407 Repurchase agreements 10,541 2,926 Federal Home Loan Bank borrowings 56,653 22,599 Junior subordinated debentures 294,305 294,305 ----------- ----------- Total interest expense 1,817,488 2,172,237 ----------- ----------- NET INTEREST INCOME 7,479,988 7,243,101 Provision for loan losses 750,000 300,000 ----------- ----------- Net interest income after provision for loan losses 6,729,988 6,943,101 ----------- ----------- Non-interest income 1,549,176 1,588,699 Net gains on sales of investment securities 630,917 1,315,754 Operating expenses (6,199,090) (5,882,608) ----------- ----------- Income before provision for income taxes 2,710,991 3,964,946 Provision for income taxes 995,745 3,460,872 ----------- ----------- NET INCOME $ 1,715,246 $ 504,074 =========== =========== EARNINGS PER SHARE Basic earnings per common share $ 0.48 $ 0.14 =========== =========== Diluted earnings per common share $ 0.45 $ 0.14 =========== =========== Dividend per common share (1) $ - $ - =========== =========== Basic weighted average common shares outstanding (2) 3,605,344 3,533,488 =========== =========== Diluted weighted average common shares outstanding 3,789,679 3,660,855 =========== ===========
(1) Annual dividends are generally declared in the second quarter of each fiscal year. (2) 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)
March 31, 2004 December 31, 2003 March 31, 2003 ------------------- ------------------ ---------------- ASSETS Cash and due from banks $ 32,146,863 $ 31,101,961 $ 34,252,334 Short term investments 38,500,000 14,000,000 38,500,000 Investment securities 179,320,102 196,308,098 208,002,227 Loans 505,731,228 488,839,152 431,593,565 Allowance for loan losses (10,329,239) (9,986,425) (9,744,360) --------------- --------------- --------------- Net loans 495,401,989 478,852,727 421,849,205 --------------- --------------- --------------- Bank premises and equipment 12,217,891 12,429,021 13,271,471 Intangible assets 6,496,931 6,530,123 6,629,700 Other assets 12,041,146 12,323,241 10,490,826 --------------- --------------- --------------- TOTAL ASSETS $ 776,124,922 $ 751,545,171 $ 732,995,763 =============== =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $ 688,499,974 $ 660,824,382 $ 651,471,411 Repurchase agreements 14,505,876 953,924 962,832 Federal Home Loan Bank borrowings 1,932,500 20,470,000 10,470,000 Junior subordinated debentures 10,825,000 10,825,000 10,825,000 Other liabilities 3,143,034 3,721,291 10,498,451 --------------- --------------- --------------- Total liabilities 718,906,384 696,794,597 684,227,694 --------------- --------------- --------------- Stockholders' equity 54,282,128 52,511,133 46,134,145 Net unrealized appreciation on investment securities, net of taxes 2,936,410 2,239,441 2,633,924 --------------- --------------- --------------- Total stockholders' equity 57,218,538 54,750,574 48,768,069 --------------- --------------- --------------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 776,124,922 $ 751,545,171 $ 732,995,763 =============== =============== =============== Investment assets under management $ 386,661,205 $ 375,296,992 $ 336,537,613 =============== =============== =============== Mortgage loans serviced for others $ 14,741,485 $ 15,077,295 $ 16,975,274 =============== =============== =============== Total assets, investment assets under management and mortgage loans serviced for others $ 1,177,527,612 $ 1,141,919,458 $ 1,086,508,650 =============== =============== ===============
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