8-K

UNITED STATES

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 20, 2016 (October 20, 2016)

____________________

ENTERPRISE BANCORP, INC.

(exact name of registrant as specified in charter)

Massachusetts	001-33912	04-3308902
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

222 Merrimack Street
Lowell, Massachusetts	01852
(address of principal executive offices)	(Zip Code)

(978) 459-9000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02              Results of Operations and Financial Condition

On October 20, 2016, Enterprise Bancorp, Inc. issued a press release concerning its results of operations and financial condition at or for the three and nine months ended on September 30, 2016. A copy of this press release is included as Exhibit 99 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01.              Financial Statements and Exhibits

(a)        Not applicable

(b)         Not applicable

(c)         Not applicable

(d)        The following exhibit is included with this report:

Exhibit 99    Press release for thethree and nine months ended on September 30, 2016, dated October 20, 2016

[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 20, 2016		By:	/s/ James A. Marcotte
		James A. Marcotte
		Executive Vice President, Treasurer
		and Chief Financial Officer

EX-99

Exhibit 99

Contact Info:    James A. Marcotte, Executive Vice President, Chief Financial Officer and Treasurer (978) 656-5614

Enterprise Bancorp, Inc. Announces Third Quarter 2016 Net Income of $4.7 Million, Quarterly Loan and Deposit Growth of $87 Million and $52 Million, Respectively

LOWELL, Mass., October 20, 2016 (GLOBE NEWSWIRE) - Enterprise Bancorp, Inc. (the “Company”) (NASDAQ: EBTC), parent of Enterprise Bank, announced net income for the three months endedSeptember 30, 2016 amounted to $4.7 million, an increase of $422 thousand, or 10%, compared to the same three-month period in 2015. Diluted earnings per share were $0.41 for both the three months ended September 30, 2016 and 2015. Net income for the nine months endedSeptember 30, 2016 amounted to $13.8 million, an increase of $2.4 million, or 21%, compared to the nine months endedSeptember 30, 2015. Diluted earnings per share were $1.27 for the nine months endedSeptember 30, 2016, an increase of 15%, compared to the nine months endedSeptember 30, 2015. In 2016, diluted earnings per share for the quarter fully includes the dilution impact of the Company’s recent equity offering and the nine months endedSeptember 30, 2016 includes the dilutive effect from June 23^th to September 30^th.

As previously announced on October 18, 2016, the Company declared a quarterly dividend of $0.13 per share to be paid on December 1, 2016 to shareholders of record as of November 10, 2016. The 2016 dividend rate represents a 4.0% increase over the 2015 dividend rate.

Chief Executive Officer Jack Clancy commented, “The increase in our 2016 earnings compared to 2015 is largely driven by our growth over the last twelve months. Loans, total assets, and deposits, excluding brokered deposits, have increased 11%, 13%, and 17%, respectively, as compared to September 30, 2015. This growth continues to be driven by the collective efforts and contributions of our dedicated Enterprise team, active community involvement, relationship building and a customer-focused mindset, market expansion, and ongoing enhancements to our state-of-the-art product and service offerings.”

Founder and Chairman of the Board George Duncan commented, “This quarter represents our 108^th consecutive profitable quarter. The consistency of our profitability and our organic-focused growth have allowed us to think and plan long-term which has truly benefited our shareholders, customers, employees and the communities in which we operate. Strategically, our focus remains on organic growth and continually planning for and investing in our future. Our well-appointed 23^rd branch, on Route 101A in Nashua, NH, which opened in early July has been well received. We are also very pleased to have recently announced that we anticipate opening our 24^th branch office in Windham, NH in 2017, which will fill a gap in our New Hampshire footprint.”

Results of Operations

Net interest income for the three months endedSeptember 30, 2016 amounted to $21.8 million, an increase of $1.9 million, or 9%, compared to the same period in 2015. Net interest income for the nine months endedSeptember 30, 2016 amounted to $64.2 million, an increase of $6.6 million, or 11%, compared to the nine months endedSeptember 30, 2015. The increase in net interest income was due primarily to loan growth. Average loan balances (including loans held for sale) increased $185.6 million and $181.8 million for the three and nine months ended September 30, 2016, respectively, compared to the same 2015 period averages. Net interest margin was 3.86% for the three months endedSeptember 30, 2016 compared to 3.98% for the three months endedSeptember 30, 2015. The third quarter of 2016 was impacted by higher balances in low-yielding interest-earning assets from short-term customer deposits. Net interest margin was 3.96% for the nine months endedSeptember 30, 2016, compared to 3.97% for the nine months endedSeptember 30, 2015.

For the three months endedSeptember 30, 2016 and September 30, 2015, the provision for loan losses amounted to $1.4 million and $250 thousand, respectively. For the nine months endedSeptember 30, 2016 and September 30, 2015, the provision for loan losses amounted to $2.5 million and $2.1 million, respectively.

In determining the provision to the allowance for loan losses, management takes into consideration the level of loan growth (including new loan growth which requires a provision for general reserves) and an estimate of credit risk, which includes such items as adversely classified and non-performing loans, the estimated specific reserves needed for impaired loans, the level of net charge-offs, and the estimated impact of current economic conditions on credit quality. Loan growth for the nine months endedSeptember 30, 2016 was $125.9 million compared to $118.0 million during the nine months endedSeptember 30, 2015. Loan growth in 2016 was particularly strong in the third quarter compared to the same quarter in 2015. Total non-performing loans as a percentage of total loans declined to 0.50% at September 30, 2016, compared to 0.81% at September 30, 2015. The Company recorded net recoveries of $78 thousand for the nine months endedSeptember 30, 2016, compared tonet charge-offs of $1.1 million for the nine months endedSeptember 30, 2015. The balance of the allowance for loan losses allocated to impaired and classified loans amounted to $4.1 million at September 30, 2016, compared to $3.2 million at September 30, 2015. This increase was due primarily to the credit rating downgrade of three larger commercial relationships to "criticized" or "adverse" risk ratings, based on a review of their individual business circumstances, requiring higher levels of reserves in the current period, which increased the provision and the allowance to total loan ratio compared to December 31, 2015; however, these loans continue to perform in accordance with their original terms.

The allowance for loan losses to total loans ratio was 1.59% at September 30, 2016, 1.56% at December 31, 2015 and 1.57% at September 30, 2015. In general, the credit quality of the loan portfolio is improving, in part due to improved economic conditions over the past twelve months; however, individual loan downgrades, such as those noted above, which will occur due to individual business circumstances, slightly increased the ratio.

Non-interest income for the three months endedSeptember 30, 2016 amounted to $3.9 million, an increase of $764 thousand, or 24%, compared to the same quarter last year. This increase was primarily due to an increase in net gains on the sales of investment securities. Non-interest income for the nine months endedSeptember 30, 2016 amounted to $10.7 million, a decrease of $151 thousand, or 1%, compared to the nine months endedSeptember 30, 2015. This decrease was due primarily to a decrease in net gains on the sales of investment securities, partially offset by increases in deposit and interchange fees and income on bank-owned life insurance.

Non-interest expense for the quarter ended September 30, 2016 amounted to $17.4 million, an increase of $866 thousand, or 5%, compared to the same quarter in the prior year. For the nine months endedSeptember 30, 2016, non-interest expense amounted to $51.8 million, an increase of $2.8 million, or 6%, over the nine months endedSeptember 30, 2015. Increases in expenses over the prior year primarily related to increases in the Company’s strategic growth and market expansion initiatives, particularly salaries and benefits and technology expenses.

Key Financial Highlights

▪ Total assets amounted to $2.47 billion at September 30, 2016, compared to $2.29 billion at December 31, 2015, an increase of $185.3 million, or 8%. Since June 30, 2016, total assets have increased $37.8 million, or 2%.

▪ Total loans amounted to $1.99 billion at September 30, 2016 compared to $1.86 billion at December 31, 2015, an increase of $125.9 million, or 7%. Since June 30, 2016, total loans have increased $86.7 million, or 5%.

▪ Total deposits, excluding brokered deposits, were $2.16 billion at September 30, 2016, compared to $1.91 billion at December 31, 2015, an increase of $250.9 million, or 13%. Since June 30, 2016, total deposits, excluding brokered deposits, have increased $52.2 million, or 2%. Brokered deposits were $59.3 million at September 30, 2016, compared to $74.3 million and $106.8 million at June 30, 2016 and at December 31, 2015, respectively.

▪ Investment assets under management amounted to $709.8 million at September 30, 2016, compared to $678.4 million at December 31, 2015, an increase of $31.4 million, or 5%. Since June 30, 2016, investment assets under management have increased $25.9 million, or 4%.

▪ Total assets under management amounted to $3.26 billion at September 30, 2016, compared to $3.04 billion at December 31, 2015, an increase of $226.3 million, or 7%. Since June 30, 2016, total assets under management have increased $66.9 million, or 2%.

Enterprise Bancorp, Inc. is a Massachusetts corporation that conducts substantially all of its operations through Enterprise Bank and Trust Company, commonly referred to as Enterprise Bank. The Company is principally engaged in the business of attracting deposits from the general public and investing in commercial loans and

investment securities. Through Enterprise Bank and its subsidiaries, the Company offers a range of commercial and consumer loan products, and deposit and cash management services. The Company also offers investment advisory and wealth management, trust, and insurance services. The Company’s headquarters and the bank’s main office are located at 222 Merrimack Street in Lowell, Massachusetts. The Company’s primary market area is the greater Merrimack Valley and North Central regions of Massachusetts and Southern New Hampshire. Enterprise Bank has 23 full-service branch offices located in the Massachusetts communities of Lowell, Acton, Andover, Billerica, Chelmsford, Dracut, Fitchburg, Lawrence, Leominster, Methuen, Tewksbury, Tyngsborough and Westford and in the New Hampshire communities of Derry, Hudson, Nashua, Pelham and Salem. The Company is also in the process of obtaining regulatory approvals to establish a branch office in Windham, NH and anticipates that the office will open in 2017.

This earnings release contains statements about future events that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by reference to a future period or periods or by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “will,” “should,” “plan,” and other similar terms or expressions. Forward-looking statements should not be relied on because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance, and achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause such differences include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations, competition, and the receipt of required regulatory approvals. For more information about these factors, please see our reports filed with or furnished to the Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K on file with the SEC, including the sections entitled “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations.” Any forward-looking statements contained in this press release are made as of the date hereof, and we undertake no duty, and specifically disclaim any duty, to update or revise any such statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

ENTERPRISE BANCORP, INC.

Consolidated Balance Sheets

(unaudited)

(Dollars in thousands)	September 30, 2016		December 31, 2015		September 30, 2015
Assets
Cash and cash equivalents:
Cash and due from banks	$	34,337	$	32,318	$	35,093
Interest-earning deposits	27,823		19,177		20,693
Total cash and cash equivalents	62,160		51,495		55,786
Investment securities at fair value	349,064		300,358		281,027
Federal Home Loan Bank stock	1,884		3,050		4,239
Loans held for sale	2,171		1,709		1,325
Loans, less allowance for loan losses of $31,589 at September 30, 2016, $29,008 at December 31, 2015 and $28,130 at September 30, 2015	1,954,265		1,830,954		1,762,478
Premises and equipment, net	33,861		30,553		30,153
Accrued interest receivable	8,467		7,790		7,734
Deferred income taxes, net	13,405		14,111		13,684
Bank-owned life insurance	28,582		28,018		28,063
Prepaid income taxes	57		57		—
Prepaid expenses and other assets	11,277		11,780		5,169
Goodwill	5,656		5,656		5,656
Total assets	$	2,470,849	$	2,285,531	$	2,195,314
Liabilities and Stockholders’ Equity
Liabilities
Deposits	$	2,221,609	$	2,018,148	$	1,963,615
Borrowed funds	671		53,671		24,171
Subordinated debt	14,831		14,822		14,819
Accrued expenses and other liabilities	17,504		18,287		15,440
Income taxes payable	—		—		313
Accrued interest payable	194		276		252
Total liabilities	2,254,809		2,105,204		2,018,610
Commitments and Contingencies
Stockholders’ Equity
Preferred stock, $0.01 par value per share; 1,000,000 shares authorized; no shares issued	—		—		—
Common stock $0.01 par value per share; 20,000,000 shares authorized; 11,448,502 shares issued and outstanding at September 30, 2016 (including 142,162 shares of unvested participating restricted awards), 10,377,787 shares issued and outstanding at December 31, 2015 (including 144,717 shares of unvested participating restricted awards) and 10,359,395 shares issued and outstanding at September 30, 2015 (including 145,762 shares of unvested participating restricted awards)	114		104		104
Additional paid-in capital	83,394		61,008		60,042
Retained earnings	126,543		116,941		113,515
Accumulated other comprehensive income	5,989		2,274		3,043
Total stockholders’ equity	216,040		180,327		176,704
Total liabilities and stockholders’ equity	$	2,470,849	$	2,285,531	$	2,195,314

ENTERPRISE BANCORP, INC.

Consolidated Statements of Income

(unaudited)

	Three months ended September 30,				Nine months ended September 30,
(Dollars in thousands, except per share data)	2016		2015		2016		2015
Interest and dividend income:
Loans and loans held for sale	$	21,466	$	19,785	$	63,379	$	57,538
Investment securities	1,629		1,377		4,720		3,825
Other interest-earning assets	96		62		189		137
Total interest and dividend income	23,191		21,224		68,288		61,500
Interest expense:
Deposits	1,138		1,022		3,325		3,033
Borrowed funds	2		10		79		32
Subordinated debt	234		232		695		837
Total interest expense	1,374		1,264		4,099		3,902
Net interest income	21,817		19,960		64,189		57,598
Provision for loan losses	1,386		250		2,503		2,100
Net interest income after provision for loan losses	20,431		19,710		61,686		55,498
Non-interest income:
Investment advisory fees	1,162		1,182		3,593		3,568
Deposit and interchange fees	1,272		1,207		3,790		3,575
Income on bank-owned life insurance, net	182		157		564		358
Net gains on sales of investment securities	546		7		611		1,363
Gains on sales of loans	198		89		392		373
Other income	588		542		1,786		1,650
Total non-interest income	3,948		3,184		10,736		10,887
Non-interest expense:
Salaries and employee benefits	10,948		10,255		32,458		29,934
Occupancy and equipment expenses	1,859		1,775		5,453		5,484
Technology and telecommunications expenses	1,577		1,428		4,548		4,223
Advertising and public relations expenses	591		641		2,087		2,180
Audit, legal and other professional fees	446		564		1,342		1,305
Deposit insurance premiums	347		299		997		889
Supplies and postage expenses	241		226		728		736
Investment advisory and custodial expenses	107		102		283		237
Other operating expenses	1,298		1,258		3,929		4,037
Total non-interest expense	17,414		16,548		51,825		49,025
Income before income taxes	6,965		6,346		20,597		17,360
Provision for income taxes	2,251		2,054		6,799		5,933
Net income	$	4,714	$	4,292	$	13,798	$	11,427
Basic earnings per share	$	0.41	$	0.41	$	1.28	$	1.11
Diluted earnings per share	$	0.41	$	0.41	$	1.27	$	1.10
Basic weighted average common shares outstanding	11,430,134		10,349,232		10,801,278		10,308,310
Diluted weighted average common shares outstanding	11,498,990		10,414,254		10,869,405		10,373,464

ENTERPRISE BANCORP, INC.

Selected Consolidated Financial Data and Ratios

(unaudited)

(Dollars in thousands, except per share data)	At or for the nine months ended September 30, 2016			At or for the year ended December 31, 2015			At or for the nine months ended September 30, 2015
BALANCE SHEET AND OTHER DATA
Total assets	$	2,470,849		$	2,285,531		$	2,195,314
Loans serviced for others	80,836			71,272			68,891
Investment assets under management	709,781			678,377			672,076
Total assets under management	$	3,261,466		$	3,035,180		$	2,936,281
Book value per share	$	18.87		$	17.38		$	17.06
Dividends paid per common share	$	0.390		$	0.500		$	0.375
Total capital to risk weighted assets	11.74		%	10.70		%	10.88		%
Tier 1 capital to risk weighted assets	9.74		%	8.66		%	8.81		%
Tier 1 capital to average assets	8.41		%	7.73		%	7.85		%
Common equity tier 1 capital to risk weighted assets	9.74		%	8.66		%	8.81		%
Allowance for loan losses to total loans	1.59		%	1.56		%	1.57		%
Non-performing assets	$	9,888		$	13,845		$	14,452
Non-performing assets to total assets	0.40		%	0.61		%	0.66		%
INCOME STATEMENT DATA (annualized)
Return on average total assets	0.79		%	0.76		%	0.73		%
Return on average stockholders’ equity	9.39		%	9.29		%	8.88		%
Net interest margin (tax equivalent)	3.96		%	3.97		%	3.97		%