-----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, Av63VOzEvcNEIDPIoRcwtpX7kZCdBQB0ozekqawK7KT46gQC9g982wW+Js9riWgu vpgrxAmmoT1LhkQms0Gq+w== 0000908662-04-000173.txt : 20040728 0000908662-04-000173.hdr.sgml : 20040728 20040727101459 ACCESSION NUMBER: 0000908662-04-000173 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040727 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040727 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: 04932365 BUSINESS ADDRESS: STREET 1: 222 MERRIMACK ST CITY: LOWELL STATE: MA ZIP: 01852 BUSINESS PHONE: 9784599000 8-K 1 form_8-k.txt FOR PERIOD ENDING 7/27/04 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): July 27, 2004 (July 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 June 30, 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 and six months ended on June 30, 2004. This information is contained in the first two paragraphs of the registrant's quarterly report to stockholders for the fiscal quarter ended on June 30, 2004, together with the registrant's consolidated balance sheet at, and statements of income for the three and six months ended on, June 30, 2004 included in such report. A copy of this quarterly report to stockholders, which was mailed to stockholders on or about July 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: July 27, 2004 By: /s/ James A. Marcotte ---------------------------------------- James A. Marcotte Senior Vice President and Chief Financial Officer EX-99 2 exh_99.txt REGULATION FD DISCLOSURE AND OPERATIONAL RESULTS EXHIBIT 99 ---------- Dear Shareholder: Enterprise Bancorp, Inc. reported year-to-date net income of $3.5 million for the six months ended June 30, 2004 compared to $3.2 million for the 2003 period. The increase was due primarily to lower tax expense in 2004(1) which was partially offset by declines in net gains realized on sales of investment securities and residential mortgage loans, and an increase in the first quarter provision for loan losses compared to 2003. Net income for the three months ended June 30, 2004 amounted to $1.7 million, compared to $2.7 million for the same period in 2003. The primary factors contributing to the decrease in net income, as compared to the second quarter of 2003, was the reversal in 2003 of $0.8 million of tax provisions(1) reducing tax expense for that period, as well as a decline in net gains realized on sales of investment securities during the 2004 quarter. This quarter marked yet another milestone for Enterprise Bancorp, Inc. when total assets surpassed the $800 million mark! At June 30, 2004 total assets amounted to $809.8 million, an increase of 8% from June 30, 2003. Total loans were $531.2 million at June 30, 2004, an increase of 19% over the prior year. Deposits plus repurchase agreements grew to $738.3 million at June 30, 2004, an increase of 9% over June 30, 2003. In addition, the Investment Management and Trust Group reported investment assets under management of $394.6 million, a 12% increase versus one year ago. Total assets, investment assets under management, and mortgage loans serviced for others amounted to $1.2 billion at June 30, 2004, an increase of 9% from June 30, 2003. As first reported to you at March 31, our new branch office at 63 Park Street, Andover, has been very well received by the community. Our Andover team is aggressively calling on potential customers throughout Andover, North Andover, Lawrence, Methuen and Salem, New Hampshire. We continually hear about the tremendous need in the market, due to mergers and acquisitions, for a strong commercial bank with deep roots in the community. Our seasoned team of well-known banking professionals, equipped with highly-competitive products and personalized service, is creating strong business relationships for our bank. On June 10, the bank hosted a "Thank You Andover" reception at Old Town Hall in Andover, which attracted a large number of business owners and professionals. Enterprise's potential in Andover is tremendous, and we look forward to moving to our permanent location at 8 High Street, once extensive renovations to the existing facility have been completed in the Spring of 2005. Construction began recently on the new commercial building at 1120 Main Street that will become the home of our second branch office in Tewksbury. As tenants in the building, we expect to start our leasehold improvements within the next few months. Tewksbury Center has attracted many thriving businesses, and we are looking forward to opening our new office in Tewksbury's commercial center. We anticipate moving into the new building during the first quarter of 2005. Reflecting extensive comparative product research conducted earlier this year, in May, the bank recently introduced a new line of highly competitive and creative business products. We feel these new products will serve as additional tools to attract commercial relationships. Senior management is currently reviewing our retail product offerings, and we anticipate that a new line of personal products will be rolled out during the next several months. Our Investment Management and Trust Group reports strong growth in the brokerage and investment management areas. Many new client relationships have been established in 2004. To further assist our investment clients, in May, we welcomed Vice President Daniel Burke to our investment team. Dan brings over sixteen years of experience in the financial services, investment and legal professions. A graduate of Boston College, Boston College Law School, and Babson College, MBA program, Dan was previously associated with both Oppenheimer Funds Inc. in Boston, and The Collaborative Wealth Advisors Inc. in Westford. Since its inception, Enterprise Bank has been a strong advocate of the arts and cultural activities in the communities we serve. We are proud to include many such organizations as our customers and friends. We are delighted that downtown Lowell has been recently recognized in the media throughout New England as a true center of artistic endeavors. The creation of the artists lofts, the vibrant museum community, and the increased support of cultural and artistic activity overall, bodes well for the city's vibrant future. When you visit our main office on Merrimack Street, take a moment to pause and enjoy the work of very talented young artists that collaborated in creating a 30-foot mural on the outer wall of the adjacent parking lot. Spearheaded by The Revolving Museum, a neighboring artistic organization, the mural is a testament to the talent and ingenuity of local students. We are pleased to share news about two highly-respected directors of Enterprise Bank. Director James F. Conway III, was recently named the President of Associated Industries of Massachusetts (A.I.M.), in addition to his position as President & CEO of Courier Corporation. With its strong commitment to improving the region's business economy, A.I.M. is considered the premiere voice of the business community in the Commonwealth, representing over 7,600 employers from all industries on legislative and regulatory issues in Boston and Washington. In addition, Director Nickolas Stavropoulos, formerly EVP of KeySpan and President of KeySpan Energy Delivery New England, has recently been named President of KeySpan Energy Delivery and assumed additional responsibilities for the company's New York and Long Island regions. We are proud to have such distinguished business leaders on our Bank's Board of Directors. The Board of Directors joins us in expressing our appreciation to those shareholders who participated in our 2004 annual meeting on May 4. Your loyalty and support are key components in the bank's overall success. 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 March 2003, the company provided for $1.9 million in state tax expenses due to retroactive assessments related to changes in Massachusetts tax laws concerning the company's REIT subsidiary. In June 2003, the company subsequently reversed $0.8 million of the March tax expense. 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 net tax expense recorded in 2003 was approximately $1.1 million. Enterprise Bancorp, Inc. and Subsidiaries STATEMENTS OF INCOME (unaudited)
Three Months Ended June 30, Six Months Ended June 30, ----------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------- INTEREST AND DIVIDEND INCOME Loans $ 7,625,520 $ 7,031,103 $ 15,184,851 $ 13,920,825 Investment securities 1,757,756 2,056,734 3,481,543 4,558,330 Short term investments 70,759 63,595 85,117 87,615 ------------ ------------ ------------ ------------ Total interest and dividend income 9,454,035 9,151,432 18,751,511 18,566,770 ------------ ------------ ------------ ------------ INTEREST EXPENSE 3,571,261 Deposits 1,520,486 1,718,854 2,976,475 Repurchase agreements 15,450 3,142 25,991 6,068 Federal Home Loan Bank borrowings 11,530 23,036 68,183 45,635 Junior subordinated debentures 294,305 294,305 588,610 588,610 ------------ ------------ ------------ ------------ Total interest expense 1,841,771 2,039,337 3,659,259 4,211,574 ------------ ------------ ------------ ------------ NET INTEREST INCOME 7,612,264 7,112,095 15,092,252 14,355,196 Provision for loan losses 300,000 300,000 1,050,000 600,000 ------------ ------------ ------------ ------------ Net interest income after provision for loan losses 7,312,264 6,812,095 14,042,252 13,755,196 Non-interest income 1,578,794 1,688,231 3,127,970 3,276,929 Net gains on sales of investment securities 9,561 239,141 640,478 1,554,895 Operating expenses (6,174,862) (5,782,397) (12,373,952) (11,665,004) ------------ ------------ ------------ ------------ Income before provision for income taxes 2,725,757 2,957,070 5,436,748 6,922,016 Provision for income taxes 981,725 259,558 1,977,470 3,720,430 ------------ ------------ ------------ ------------ NET INCOME $ 1,744,032 $ 2,697,512 $ 3,459,278 $ 3,201,586 ============ ============ ============ ============ EARNINGS PER SHARE Basic earnings per common share $ 0.48 $ 0.76 $ 0.96 $ 0.90 ============ ============ ============ ============ Diluted earnings per common share $ 0.46 $ 0.73 $ 0.91 $ 0.87 ============ ============ ============ ============ Dividend per common share (1) $ 0.43 $ 0.38 $ 0.43 $ 0.38 ============ ============ ============ ============ Basic weighted average common shares outstanding (2) 3,625,914 3,544,125 3,615,629 3,538,836 ============ ============ ============ ============ Diluted weighted average common shares outstanding 3,779,147 3,678,677 3,784,413 3,669,796 ============ ============ ============ ============
(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)
June 30, 2004 December 31, 2003 June 30, 2003 ----------------- ----------------- --------------- ASSETS Cash and due from banks $ 36,575,260 $ 31,101,961 $ 41,070,108 Short term investments 33,000,000 14,000,000 66,065,000 Investment securities 188,172,683 196,308,098 178,612,572 Loans 531,191,136 488,839,152 444,584,295 Allowance for loan losses (10,413,665) (9,986,425) (10,047,877) --------------- --------------- --------------- Net loans 520,777,471 478,852,727 434,536,418 --------------- --------------- --------------- Bank premises and equipment 12,035,588 12,429,021 13,153,483 Intangible assets 6,463,738 6,530,123 6,596,508 Other assets 12,769,967 12,323,241 12,051,977 --------------- --------------- --------------- TOTAL ASSETS $ 809,794,707 $ 751,545,171 $ 752,086,066 =============== =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $ 735,475,915 $ 660,824,382 $ 679,131,062 Repurchase agreements 2,875,282 953,924 952,965 Federal Home Loan Bank borrowings 1,932,500 20,470,000 5,470,000 Junior subordinated debentures 10,825,000 10,825,000 10,825,000 Other liabilities 2,920,171 3,721,291 4,068,600 --------------- --------------- --------------- Total liabilities 754,028,868 696,794,597 700,447,627 --------------- --------------- --------------- Stockholders' equity 55,708,391 52,511,133 48,563,183 Net unrealized appreciation on investment securities, net of taxes 57,448 2,239,441 3,075,256 --------------- --------------- --------------- Total stockholders' equity 55,765,839 54,750,574 51,638,439 --------------- --------------- --------------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 809,794,707 $ 751,545,171 $ 752,086,066 =============== =============== =============== Investment assets under management $ 394,551,585 $ 375,296,992 $ 352,815,990 =============== =============== =============== Mortgage loans serviced for others $ 14,475,526 $ 15,077,295 $ 16,556,486 =============== =============== =============== Total assets, investment assets under management and mortgage loans serviced for others $ 1,218,821,818 $ 1,141,919,458 $ 1,121,458,542 =============== =============== ===============
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