ENTERPRISE BANCORP INC /MA/
10QSB, 1997-05-13
STATE COMMERCIAL BANKS
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                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549


                                   Form 10-QSB


              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 1997

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT
         For the transition period from _____________ to _______________
                         Commission file number 0-21021


                            Enterprise Bancorp, Inc.
        (Exact name of small business issuer as specified in its charter)


                            Massachusetts 04-3308902
                   (State or other jurisdiction (IRS Employer
              of incorporation or organization) Identification No.)

               222 Merrimack Street, Lowell, Massachusetts, 01852
                    (Address of principal executive offices)

                                 (508) 459-9000
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes ..X.... No......

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: April 30, 1997, Common Stock - Par
Value $0.01 1,576,192 shares outstanding

Transitional Small Business Disclosure Format (check one): Yes .......... No X




<PAGE>
<TABLE>
<CAPTION>

                            ENTERPRISE BANCORP, INC.
                                     INDEX

<S>          <C>                                                                                    <C>

                                                                                                Page Number

              Cover Page                                                                           1

              Index                                                                                2

                         PART I - FINANCIAL INFORMATION

Item 1        Financial Statements of Enterprise Bancorp, Inc.

              Consolidated Balance Sheet - March 31, 1997 and December 31, 1996                    3

              Consolidated Statements of Income -
              Three months ended March 31, 1997 and 1996                                           4

              Consolidated Statements of Cash Flows -
              Three months ended March 31, 1997 and 1996                                           5

              Notes to Financial Statements                                                        6

Item 2        Business Review and Management's Discussion and
              Analysis of Financial Condition and Results of Operations                            7

                           PART II - OTHER INFORMATION

Item 1          Legal Proceedings                                                                 12

Item 2          Changes in Securities                                                             12

Item 3          Defaults upon Senior Securities                                                   12

Item 4          Submission of Matters to a Vote of Security Holders                               12

Item 5          Other Information                                                                 12

Item 6          Exhibits and Reports on Form 8-K                                                  12

                Signature Page                                                                    13
</TABLE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain  "forward-looking  statements" including statements
concerning plans,  objectives,  future events or performance and assumptions and
other statements which are other than statements of historical fact.  Enterprise
Bancorp,  Inc.  (the  "company")  wishes to caution  readers that the  following
important  factors,  among  others,  may have  affected  and could in the future
affect  the  company's  results  and  could  cause  the  company's  results  for
subsequent   periods  to  differ   materially   from  those   expressed  in  any
forward-looking  statement  made  herein:  (i) the effect of changes in laws and
regulations,  including  federal and state  banking laws and  regulations,  with
which the company or its subsidiaries  must comply,  and the associated costs of
compliance with such laws and regulations  either  currently or in the future as
applicable;  (ii) the effect of changes in accounting policies and practices, as
may be adopted by the regulatory agencies as well as by the Financial Accounting
Standards Board, or of changes in the company's  organization,  compensation and
benefit plans; (iii) the effect on the company's competitive position within its
market area of the increasing  competition from larger regional and out-of-state
banking  organizations  as well  as  non-bank  providers  of  various  financial
services;  (iv) the effect of unforeseen  changes in interest rates; and (v) the
effect of changes in the business cycle and downturns in the local,  regional or
national economies.

                                       2
<PAGE>

<TABLE>
<CAPTION>

                            ENTERPRISE BANCORP, INC.

                           Consolidated Balance Sheets


                                                              March 31,       December 31,
                                                               1997               1996
                                                            (Unaudited)         (Audited)
                                                           -------------     -------------
<S>                                                       <C>               <C>

     Assets

Cash and cash equivalents                                  $  18,715,038       14,507,497
Investment securities at fair value                          122,986,100      119,395,742
Loans, less allowance for loan losses of $3,951,364
   at March 31, 1997 and $3,894,520 at December 31, 1996     145,523,973      140,425,093
Premises and equipment                                         3,227,626        3,388,736
Accrued interest receivable                                    2,526,274        2,699,833
Prepaid expenses and other assets                                617,091          491,277
Income taxes receivable                                             --            140,396
Real estate acquired by foreclosure                              188,352           82,721
Deferred income taxes, net                                     2,149,484        1,884,283
                                                           -------------    -------------

              Total assets                                 $ 295,933,938      283,015,578
                                                           =============    =============

     Liabilities and Stockholders' Equity

Deposits                                                   $ 247,247,799      243,428,800
Short-term borrowings                                         25,598,735       16,737,249
Escrow deposits of borrowers                                     502,281          411,050
Accrued expenses and other liabilities                         1,097,286        1,297,699
Income taxes payable                                              61,415             --
Accrued interest payable                                         495,438          493,276
                                                           -------------    -------------

              Total liabilities                              275,002,954      262,368,074
                                                           -------------    -------------

 Stockholders' equity
   Common stock $.01 par value; 5,000,000 shares
      authorized 1,576,192 shares issued and out-
      standing at March 31, 1997 and December 31, 1996            15,762           15,762
   Preferred stock, $.01 par value; 1,000,000 shares
      authorized no shares issued at March 31, 1997                 --               --
   Additional paid-in capital                                 15,476,857       15,476,857
   Retained earnings                                           5,891,775        5,263,074
   Net unrealized gain (loss) on investment
      securities, net of applicable income taxes                (453,410)        (108,189)
                                                           -------------    -------------

              Total stockholders' equity                      20,930,984       20,647,504
                                                           -------------    -------------

              Total liabilities and stockholders' equity   $ 295,933,938      283,015,578
                                                           =============    =============

</TABLE>

                                       3
<PAGE>

                            ENTERPRISE BANCORP, INC.

                        Consolidated Statements of Income

                   Three months ended March 31, 1997 and 1996

                                                         March 31,    March 31,
                                                           1997         1996
                                                        (Unaudited)  (Unaudited)
                                                        -----------  -----------

Interest and dividend income:
     Loans                                               $3,404,792    2,898,706
     Investment securities                                1,874,310    1,408,096
     Federal funds sold                                      14,749       83,691
                                                         ----------   ----------
               Total interest income                      5,293,851    4,390,493
                                                         ----------   ----------

Interest expense:
     Deposits                                             1,986,632    1,727,939
     Borrowed funds                                         234,891       73,881
                                                         ----------   ----------
               Total interest expense                     2,221,523    1,801,820
                                                         ----------   ----------

               Net interest income                        3,072,328    2,588,673

Provision for loan losses                                    60,000         --
                                                         ----------   ----------
               Net interest income after provision for
                  loan losses                             3,012,328    2,588,673
                                                         ----------   ----------

Non-interest income:
     Deposit service fees                                   217,489      154,369
     Trust fees                                             177,521      160,910
     Gains on sales of loans                                 19,318       33,018
     Other income                                            69,782       64,289
                                                         ----------   ----------
                                                                       
               Total non-interest income                    484,110      412,586
                                                         ----------   ----------

Non-interest expense:
     Salaries and employee benefits                       1,405,994    1,197,823
     Occupancy expenses                                     374,337      330,669
     Advertising and public relations                       172,553      169,319
     Office and data processing supplies                     81,832       64,961
     Audit, legal and other professional fees                76,056       98,226
     Trust professional and custodial expenses               49,500       50,050
     Postage                                                 67,231       40,345
     FDIC insurance                                           6,764        1,000
     Other operating expenses                               278,985      295,817
                                                         ----------   ----------
               Total non-interest expense                 2,513,252    2,248,210
                                                         ----------   ----------

Income before income taxes                                  983,186      753,049
Income tax expense                                          354,485      281,967
                                                         ----------   ----------

               Net income                                $  628,701      471,082
                                                         ==========   ==========

Net income per average common share outstanding          $      .40          .30
                                                         ==========   ==========

Weighted average common shares outstanding                1,576,192    1,575,899
                                                         ==========   ==========

                                       4
<PAGE>

<TABLE>
<CAPTION>
                            ENTERPRISE BANCORP, INC.

                      Consolidated Statements of Cash Flows

                   Three months ended March 31, 1997 and 1996

                                                                      March 31,        March  31,
                                                                        1997             1996
                                                                     (Unaudited)      (Unaudited)
                                                                    ------------      -----------
<S>                                                               <C>                  <C>

Cash flows from operating activities:
     Net income                                                     $    628,701         471,082
     Adjustments  to  reconcile  net income to net
        cash  provided  by  operating activities:
               Provision for loan losses                                  60,000            --
               Depreciation and amortization                             226,423         198,622
               Gains on sales of loans                                   (19,318)        (33,018)
               Decrease in loans held for sale                            93,338         762,669
               Increase(decrease) in accrued interest receivable         173,559        (454,390)
               Increase in prepaid expenses and other assets            (125,814)        (82,194)
               Provision  for deferred income taxes                      (12,326)          1,374
               Decrease in accrued expenses and other liabilities       (200,413)        (70,898)
               Increase (decrease) in accrued interest payable             2,162         (83,740)
               Change in income taxes payable/receivable                 201,811        (155,118)
                                                                    ------------    ------------
                  Net cash provided by operating activities            1,028,123         554,389
                                                                    ------------    ------------

Cash flows from investing activities:
     Proceeds from maturities, calls and paydowns
        of investment securities                                         589,842       1,223,087
     Purchase of investment securities                                (4,795,767)    (29,398,683)
     Proceeds from sales of real estate acquired by foreclosure           63,975          19,211
     Net increase in loans                                            (5,402,506)     (1,987,198)
     Additions to premises and equipment, net                            (47,842)        (85,632)
                                                                    ------------    ------------
                  Net cash used in investing activities               (9,592,298)    (30,229,215)
                                                                    ------------    ------------

Cash flows from financing activities:
     Net increase in deposits, including escrow deposits               3,910,230       6,639,701
     Net increase in short-term borrowings                             8,861,486       9,355,974
     Net proceeds from exercise of stock options                            --               300
                                                                    ------------    ------------
                  Net cash provided by financing activities           12,771,716      15,995,975
                                                                    ------------    ------------

Net increase (decrease) in cash and cash equivalents                   4,207,541     (13,678,851)

Cash and cash equivalents at beginning of period                      14,507,497      25,162,392
                                                                    ------------    ------------

Cash and cash equivalents at end of period                            18,715,038      11,483,541
                                                                    ============    ============


Supplemental financial data:
     Cash paid for:
        Interest on deposits and short-term borrowings              $  2,219,361       1,825,560
        Income taxes                                                     165,000         343,399

     Transfers from loans to real estate acquired by foreclosure         169,606            --
</TABLE>

                                       5
<PAGE>

                            ENTERPRISE BANCORP, INC.
                          Notes to Financial Statements

(1)      Organization of Holding Company

Enterprise Bancorp, Inc. (the "company") is a Massachusetts  corporation,  which
was  organized on February 29, 1996,  at the  direction of  Enterprise  Bank and
Trust Company,  a Massachusetts  trust company (the "bank"),  for the purpose of
becoming the holding company for the bank. The company had no material assets or
operations prior to completion of the holding company reorganization on July 26,
1996.  To  the  extent  that  the  accompanying   financial  statements  contain
information  as of a  date  or  for a  period  prior  to  July  26,  1996,  such
information pertains to the bank.

(2)      Basis of Presentation

The accompanying  unaudited  financial  statements should be read in conjunction
with the company's  December 31, 1996,  audited  financial  statements and notes
thereto.  Interim  results  are not  necessarily  indicative  of  results  to be
expected for the entire year.

In preparing the financial statements,  management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities as of
the date of the balance  sheet and revenues and expenses for the period.  Actual
results  could  differ  from  those  estimates.   Material  estimates  that  are
particularly  susceptible to change relate to the determination of the allowance
for loan losses and valuation of other real estate owned.

In the opinion of management,  the accompanying financial statements reflect all
necessary  adjustments  consisting  of  normal  recurring  accruals  for a  fair
presentation.

(3)      Earnings per share

Earnings per share are  calculated  based on the average number of common shares
outstanding during the period.

                                         Three Months Ended March 31,
                                         ----------------------------
                                            1997               1996
                                         ---------          ---------
Average Common Shares Outstanding        1,576,192          1,575,899

(4)      Reclassification

Certain  fiscal 1996  information  has been  reclassified  to conform  with 1997
presentation.

                                        6
<PAGE>
ITEM 2 - Business Review and  Management's  Discussion and Analysis of Financial
Condition and Results of Operations

Capital Resources

The company's  actual capital amounts and capital  adequacy ratios are presented
in the table  below.  The  bank's  capital  amounts  and  ratios  do not  differ
materially from the amounts and ratios presented.
<TABLE>
<CAPTION>
                                                                                             For Bank To Be Well
                                                                                               Capitalized under
                                                                     For Capital               Prompt Correction
                                             Actual               Adequacy Purposes            Action Provisions
                                     -------------------        --------------------        ----------------------
           ($ in Thousands)          Amount        Ratio        Amount         Ratio        Amount          Ratio
                                     ------        -----        ------         -----        ------          -----
<S>                             <C>              <C>           <C>             <C>        <C>            <C>
As of  March 31, 1997:
Total Capital
   (to risk weighted assets)     $   25,203        15.12%       $  13,330       8.0%       $  16,662       > or  = 10.0%
Tier 1 Capital
   (to risk weighted assets)         21,252        12.75%           6,665       4.0%           9.997       > or = 6.0%
Tier 1 Capital
   (to average assets)               21,252         7.42%          11,462       4.0%          14,327       > or = 5.0%
</TABLE>
At the April 15, 1997 meeting of the board of directors, a dividend of $.325 per
share was declared to be paid on or about July 1, 1997 to shareholders of record
as of the close of business on June 13, 1997. The board of directors  intends to
consider the payment of future dividends on an annual basis.

Balance Sheet

Total Assets

Total assets  increased  $12.9  million,  or 4.6%,  since December 31, 1996. The
increase  is  primarily  attributable  to an  increase  in  gross  loans of $5.2
million, an increase in investments of $3.6 million, and an increase in cash and
due from banks of $4.2  million.  The increase in assets was funded by increases
in  short-term  borrowings  and  deposits  of $8.9  million  and  $3.9  million,
respectively.

Investments.

At March 31, 1997 all of the bank's  investment  securities  were  classified as
available for sale and carried at market value. The net unrealized loss at March
31, 1997, net of tax effects,  is shown as a separate component of stockholders'
equity in the amount of $453,410.

Loans

Total loans, before the allowance for loan losses, were $149.5 million, or 50.5%
of total  assets,  at March 31, 1997,  compared to $144.3  million,  or 51.0% of
total  assets,  at December 31, 1996.  The increase in loans of $5.2 million was
primarily  attributed to increased  loan  originations  in the  commercial  real
estate and  commercial  loan  portfolios.  The bank  continues to pursue  active
customer  calling  efforts as well as increased  marketing  and  advertising  to
identify quality lending opportunities.

Deposits and Borrowings

Total deposits, including escrow deposits of borrowers,  increased $3.9 million,
or 1.6%,  during the first three months of 1997 from $243.8  million at December
31, 1996, to $247.8 million at March 31, 1997. The increase was primarily due to
increases  in  deposits  in the newer  branches  in  Leominster,  Billerica  and
Tewksbury.

Total  borrowings,  consisting of securities sold under agreements to repurchase
and FHLB (Federal Home Loan Bank) borrowings,  increased $8.9 million, or 52.9%,
from $16.7 million at December 31, 1996 to $25.6 million at March 31, 1997.  The
increase was  primarily  attributable  to an increase in  securities  sold under
agreements to repurchase of $7.5 million, plus an increase in FHLB borrowings of
$1.4 million.  Management  periodically takes advantage of opportunities to fund
asset  growth  with  borrowings,  but on a long-term  basis the bank  intends to
replace the FHLB  borrowings  with deposits.  Management also actively uses FHLB
borrowings in managing the bank's asset/liability  position. FHLB borrowings, at
March 31, 1997,  were $6.4  million  with  additional  available  borrowings  of
approximately $89.4 million.
                                        7
<PAGE>
Loan Loss Experience/Non-performing Assets

The following table summarizes the activity in the allowance for loan losses for
the periods indicated:
<TABLE>
<CAPTION>
                                                                   Three months ended March 31,
                                                                   ----------------------------
                                                                       1997           1996
                                                                   -----------    ------------
<S>                                                               <C>            <C>
Balance at beginning of year                                        $3,894,520     4,106,659

Loans charged off
     Commercial                                                         42,003         3,377
     Real Estate                                                          --          46,000
     Consumer                                                             --           8,143
     Credit Card                                                          --           5,447
                                                                    ----------    ----------
                                                                        42,003        62,967

Recoveries on loans charged off
     Commercial                                                          2,809           328
     Real Estate                                                        34,247         2,476
     Consumer                                                            1,761           432
     Credit Card                                                            30          --
                                                                    ----------    ----------
                                                                        38,847         3,236

Net loans charged off                                                    3,156        59,731
Provision charged to income                                             60,000          --
                                                                    ----------    ----------
Balance at March 31                                                 $3,951,364     4,046,928
                                                                    ==========    ==========

Allowance for loan losses : Gross loans                                   2.63%         3.39%
                                                                    ==========    ==========
Annualized net charge-offs : Average loans outstanding                     .01%         .200%
                                                                    ==========    ==========
Allowance for loans losses : Non-performing loans                       156.12%       145.70%
                                                                    ==========    ==========
<CAPTION>
The following table sets forth non-performing assets at March 31:
                                                                        1997          1996
                                                                    ----------    ----------
<S>                                                                <C>           <C>
Loans on non accrual:
  Commercial                                                        $  679,474       610,002
  Residential real estate                                              248,633       119,730
  Commercial real estate                                               962,958     1,502,244
  Construction                                                          75,000          --
  Consumer, including home equity                                      465,999       545,102
                                                                    ----------    ----------
       Total loans on non-accrual                                    2,432,064     2,777,078

Loans past due >90 days, still accruing                                 98,917           463
                                                                    ----------    ----------

Total non-performing loans                                           2,530,981     2,777,541

Other real estate owned                                                188,352       376,691
                                                                    ----------    ----------
       Total non-performing loans and real
       estate owned                                                 $2,719,333     3,154,232
                                                                    ==========    ==========

Non-performing loans : Gross loans                                        1.68%         2.32%
                                                                    ==========    ==========
Non-performing loans and real estate owned :  Total  assets               0.92%         1.32%
                                                                    ==========    ==========
Delinquent loans 30-89 days past due : Gross loans                        1.16%         1.59%
                                                                    ==========    ==========
</TABLE>
Total  non-performing  loans decreased $246,560 or 8.88% from March 31, 1996, to
March 31,  1997.  The  primary  cause for the decline was the removal of two non
accrual  loans in the  commercial  real estate loan  category.  These loans were
either paid in full or brought  current and  assessed  as fully  collectable  by
management.
                                        8
<PAGE>

                              Results of Operations
     Three Months Ended March 31, 1997 vs. Three Months Ended March 31, 1996

The company reported net income of $628,701 for the three months ended March 31,
1997,  versus $471,082 for the three months ended March 31, 1996, or an increase
of 33.5%. The company had earnings per common share of $.40 for the three months
ended March 31,  1997,  compared  with $.30 for the three months ended March 31,
1996.

The following table highlights changes which affected the company's earnings for
the periods indicated:
<TABLE>
<CAPTION>
                                                                Three months ended March 31,
                                                                ----------------------------
                                                                  1997              1996
                                                                  ----              ----
         (Dollars in thousands)
<S>                                                           <C>               <C>

Average assets                                                  $286,410          226,652
Average deposits and short-term borrowings                       263,625          205,639
Average investment securities (1)                                120,625           92,208
Average loans                                                    146,507          116,586
Net interest income                                                3,072            2,589
Provision for loan losses                                             60               --
Tax expense                                                          354              282
Average loans : Average deposits and borrowings                    55.57%           56.69%
Non interest expense : Average assets (2)                           3.56%            3.98%
Non interest income, exclusive of securities
  gains : Average assets (2)                                         .69%             .73%
Average tax equivalent rate earned on interest earning assets       8.13%            8.35%
Average rate paid on interest bearing deposits and
   short-term borrowings                                            4.03%            4.13%
Net interest rate spread                                            4.10%            4.22%
<FN>
(1) Average investment securities are shown at average amortized cost 
(2) Ratios have been annualized based on number of days for the period
</FN>
</TABLE>

Net Interest Income

The  company's  net interest  income was  $3,072,328  for the three months ended
March 31, 1997, an increase of $483,655,  or 18.7% from $2,588,673 for the three
months  ended  March 31,  1996,  primarily a result of an increase in the bank's
asset size, specifically the bank's loans and investments.  These increases were
partially  offset by  increased  interest  expense  from an  increase in deposit
balances and average borrowings.

The average tax  equivalent  yield on earning  assets in the three  months ended
March 31,  1997,  was 8.13% down 22 basis  points from 8.35% in the three months
ended March 31,  1996.  The average rate paid on interest  bearing  deposits and
borrowings in the three months ended March 31, 1997, was 4.03%, a decrease of 10
basis points from 4.13% in the three months ended March 31, 1996.  The resulting
interest  rate spread  decreased  12 basis  points to 4.10% in the three  months
ended March 31, 1997,  from 4.22% in the three months ended March 31, 1996.  The
principal  reason for the  increase  in the bank's net  interest  income and the
decrease in the interest  rate margin  during the first three months of 1997 was
the increase in average loans and  investments of $58.3 million which was funded
by  increases  in interest  bearing and  non-interest  bearing  deposits  and an
increase in short-term borrowings.

The following table sets forth,  among other things, the extent to which changes
in interest rates and changes in the average balances of interest-earning assets
and  interest-bearing  liabilities  have  affected  interest  income and expense
during the three  months ended March 31, 1997,  and 1996.  For each  category of
interest-earning  assets  and  interest-bearing   liabilities,   information  is
provided on changes  attributable  to (1)  changes in volume  (change in average
portfolio  balance  multiplied  by prior  year  average  rate);  (2)  changes in
interest rates (change in average interest rate multiplied by prior year average
balance); and (3) changes in rate and volume (the remaining difference).

                                        9
<PAGE>


<TABLE>
<CAPTION>

                                                              AVERAGE BALANCES, INTEREST AND AVERAGE INTEREST RATES
                                       --------------------------------------------------------------------------------------------
                                           Three Months Ended              Three Months Ended
                                              March 31, 1997                 March 31, 1996               Changes due to
                                       ----------------------------   ----------------------------  -------------------------------
                                       Average             Interest   Average            Interest                  Interest   Rate/
(Dollars in thousands)                 Balance   Interest  Rates(3)   Balance  Interest  Rates (3)  Total   Volume   Rate    Volume
                                       -------   --------  --------   -------  --------  ---------  -----   ------   ----    ------
<S>                                   <C>       <C>         <C>     <C>       <C>       <C>        <C>     <C>      <C>     <C>
                                                                                                   
Assets:                                                                                            
    Loans  (1) (2)                      $146,507  $3,405      9.43%  $116,586  $2,899     9.97%     $ 506   $  746   $(160)   $(80)
    Investment securities (3)            120,625   1,874      6.59     92,208   1,408     6.45        466      458      32     (24)
    Federal funds sold                     1,170      15      5.20      5,835      84     5.77        (69)     (67)     (8)      6
                                        --------  ------             --------  ------               -----   ------   -----    ----
      Total interest earnings assets     268,302   5,294      8.13%   214,629   4,391     8.35%       903    1,137    (136)    (98)
                                                  ------                       ------               -----   ------   -----    ---- 
    Other assets (4)                      18,108                       12,023  
                                        --------                      -------                       
                                       
      Total assets                      $286,410                     $226,652                       
                                        ========                     ========                      
                                                                                                    
Liabilities and stockholders' equity:                                                               
    Savings, NOW and money market       $ 96,232     531      2.24%  $ 78,253     444     2.28%        87      102      (7)     (8)
    Certificate of deposit               107,170   1,456      5.51     88,962   1,284     5.79        172      264     (62)    (30)
    Short-term borrowings                 20,374     235      4.68      7,683      74     3.86        161      123      16      22
                                        --------  ------             --------  ------               -----   ------   -----    ----
      Total deposits and borrowings      223,776   2,222      4.03%   174,898   1,802     4.13%       420      489     (53)    (16)
                                                  ------                       ------               -----   ------   -----    ----
                                                                                                    
    Non-interest bearing deposits         39,849                       30,741                       
    Other liabilities                      1,695                        1,883                       
                                        --------                     --------                       
      Total liabilities                  265,320                      207,522                       
                                                                                                    
Stockholders' equity                      21,090                       19,130                       
                                        --------                     --------                       
                                                                                                    
      Total liabilities and                                                                         
       stockholder's equity             $286,410                     $226,652                       
                                        ========                     ========                       
                                                                                                    
Net interest rate spread                                      4.10%                       4.22%
                                                                                                    
Net interest income                               $3,072                       $2,589               $ 483   $  648   $ (83)   $(82)

Net yield on average earning assets                           4.77%                       4.98%
<FN>
(1)   Average loans include non accrual loans.

(2)   Average loans are net of average deferred loan fees.

(3)   Average balances are presented at average amortized cost and average interest rates are presented on a tax-equivalent basis.

(4)   Other assets include cash and due from banks, accrued interest receivable, allowance for loan losses, real estate acquired by
      foreclosure,  deferred income taxes and other miscellaneous assets.
</FN>
</TABLE>

The bank manages its earning assets by fully using available  capital  resources
within what  management  believes are prudent  credit and  leverage  parameters.
Loans,  investment  securities,  and short-term  investments comprise the bank's
earning assets.


                                       10
<PAGE>

The provision for loan losses  amounted to $60,000 and $0 in for the three month
periods  ended March 31, 1997 and 1996,  respectively.  The  provision  for loan
losses was  reinstated  in the first  quarter of 1997 as a result of loan growth
over the past year. Loans,  before the allowance for loan losses, have increased
from $118.9 million, at March 31, 1996, to $149.5 million, at March 31, 1997, or
an increase of 25.8%. Although there has not been an increase in problem assets,
management recognizes the increased risk and the need for additional reserves as
the loan  balances  increase.  The  provision  reflects  real estate  values and
economic  conditions in New England and in Greater  Lowell,  in particular,  the
level of non-accrual  loans,  levels of charge-offs  and  recoveries,  levels of
outstanding  loans, known and inherent risks in the nature of the loan portfolio
and management's  assessment of current risk. It is a significant  factor in the
bank's operating results.

Non-Interest Income

Non-interest  income,  exclusive  of  security  gains,  increased  by $71,524 to
$484,110 for the three months ended March 31, 1997, compared to $412,586 for the
three months  ended March 31, 1996.  This  increase was  primarily  caused by an
increase in deposit service fees of $63,120.  The increase was partially  offset
by a  decrease  in  gains on sales of  loans  of  $13,700  due to a  decline  in
originations in the first quarter of 1997 compared to the first quarter of 1996.

Trust fees increased by $16,611,  or 10.3%, for the three months ended March 31,
1997  compared  to the same period in the prior year due to an increase in trust
assets.

Deposit fees increased by $63,120, or 40.9% for the three months ended March 31,
1997,  compared to the three months  ended March 31,  1996.  The 1997 growth was
primarily the result of an increase in transaction  deposit  accounts,  activity
volume and increased fees.

Other income for the three months ended March 31, 1997, was $69,782, an increase
of 8.5% from $64,289 for the three months ended March 31, 1996, due primarily to
increases in safe deposit fees and merchant assessment fees.

Non-Interest Expenses

Salaries  and benefits  expense  totaled  $1,405,994  for the three months ended
March 31, 1997,  compared with  $1,197,823  for the three months ended March 31,
1996,  an increase of $208,171 or 17.4%.  This increase was primarily the result
of the addition of the Tewksbury branch in the fourth quarter of 1996, increases
in benefit expenses, and annual salary increases.

Occupancy  expense was  $374,337  for the three  months  ended  March 31,  1997,
compared with $330,669 for the three months ended March 31, 1996, an increase of
$43,668 or 13.2%, primarily due to the opening of the Tewksbury branch.

FDIC  insurance  expense  increased by $5,764 for the first three months of 1997
compared to the same period in the  previous  year.  The  increase  was due to a
change in the rates charged by the FDIC to its member banks.

Office and data processing  supplies expense increased by $16,871, or 26.0%, for
the three months  ended March 31, 1997  compared to the same period in the prior
year, primarily due to increased volume and resulting increase in costs bankwide
as well as the addition in Tewksbury.

Postage  increased by $26,886 for the first three months of 1997 compared to the
same period in the prior year.  The increase  was due to  increased  direct mail
activity in the first quarter of 1997 and increased  courier expenses related to
the addition of the Tewksbury branch.

Audit, legal and other professional  expenses decreased by $22,170, or 22.6% for
the three  months  ended  March 31,  1997  compared  to the prior  year  period,
primarily as a result of  consulting,  audit  services and other legal  services
incurred in 1996 related to the formation of the holding company.

Other non-interest expenses decreased slightly by $16,832, or 5.7% for the three
months ended March 31, 1997  compared to the same period in the prior year.  The
decrease was due to various cost saving initiatives.

                                       11
<PAGE>

                           PART II - OTHER INFORMATION


Item 1            Legal Proceedings
                  Not Applicable

Item 2            Changes in Securities
                  Not Applicable

Item 3            Defaults upon Senior Securities
                  Not Applicable

Item 4            Submission of Matters to a Vote of Security Holders
                  Not Applicable

Item 5            Other Information
                  None

Item 6            Exhibits and Reports on Form 8-K
                  None




                                       12

<PAGE>



                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                       ENTERPRISE BANCORP, INC.

DATE:  May 9, 1997     /s/ John P. Clancy, Jr.
                       John P. Clancy, Jr.
                       Senior Vice President, Chief Financial Officer, Treasurer
                       and  Investment Manager


                                       13

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from unaudited
financial statements of Enterprise Bancorp, Inc. at and for the period ended
March 31, 1997 and is qualified in its entirety by reference to such financial 
statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                      18,715,038
<INT-BEARING-DEPOSITS>                     207,375,988
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                122,986,100
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                    150,506,076
<ALLOWANCE>                                  3,951,364
<TOTAL-ASSETS>                             295,933,938
<DEPOSITS>                                 247,750,080
<SHORT-TERM>                                25,598,735
<LIABILITIES-OTHER>                          1,654,139
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                        15,762
<OTHER-SE>                                  20,915,221
<TOTAL-LIABILITIES-AND-EQUITY>             295,933,938
<INTEREST-LOAN>                              3,404,792
<INTEREST-INVEST>                            1,889,059
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                             5,293,851
<INTEREST-DEPOSIT>                           1,986,632
<INTEREST-EXPENSE>                           2,221,523
<INTEREST-INCOME-NET>                        3,072,328
<LOAN-LOSSES>                                   60,000
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              2,513,252
<INCOME-PRETAX>                                983,186
<INCOME-PRE-EXTRAORDINARY>                     983,186
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   628,701
<EPS-PRIMARY>                                      .40
<EPS-DILUTED>                                      .40
<YIELD-ACTUAL>                                    4.77
<LOANS-NON>                                  2,432,064
<LOANS-PAST>                                    98,917
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                557,239
<ALLOWANCE-OPEN>                             3,894,520
<CHARGE-OFFS>                                   42,003
<RECOVERIES>                                    38,847
<ALLOWANCE-CLOSE>                            3,951,364
<ALLOWANCE-DOMESTIC>                         3,951,364
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        143,018
        

</TABLE>


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