Enterprise Bancorp, Inc. ("Enterprise") (NASDAQ: EBTC), parent of
Enterprise Bank, announced its financial results for the three
months ended December 31, 2024. Net income amounted to
$10.7 million, or $0.86 per diluted common share, for the
three months ended December 31, 2024, compared to
$10.0 million, or $0.80 per diluted common share, for the
three months ended September 30, 2024 and $7.9 million,
or $0.64 per diluted common share, for the three months ended
December 31, 2023.
On December 9, 2024, Enterprise and Enterprise Bank announced
the signing of a definitive merger agreement with Independent Bank
Corp. ("Independent") and its wholly owned subsidiary, Rockland
Trust Company ("Rockland Trust"), pursuant to which Enterprise will
merge with and into Independent and Enterprise Bank will merge into
Rockland Trust. The proposed merger is expected to close in the
second half of 2025, subject to customary closing conditions,
including regulatory approvals and approval of Enterprise
shareholders. No vote of Independent Bank Corp. shareholders is
required.
Selected financial results at or for the quarter ended
December 31, 2024, compared to September 30, 2024, were
as follows:
- The returns on average assets and average equity were 0.89% and
11.82%, respectively.
- Tax-equivalent net interest margin (non-GAAP) ("net interest
margin") was 3.29%, an increase of 7 basis points.
- Total loans amounted to $3.98 billion, an increase of
3.2%.
- Total deposits were relatively unchanged and amounted to $4.19
billion.
- Wealth assets under management and administration amounted to
$1.54 billion, an increase of 1.4%.
Chief Executive Officer Steven Larochelle commented, "As we
continue to work toward the upcoming completion of the proposed
merger with Rockland Trust, I am pleased to announce that our team
continued to deliver strong results in the fourth quarter. Loan
growth was once again robust at 3.2% for the quarter while
operating results were positively impacted by margin expansion as
we benefited from the impact of Federal Reserve Bank interest rate
cuts coupled with the flattening of the yield curve."
Executive Chairman & Founder George Duncan stated, "The news
of our anticipated merger with Rockland Trust has been well
received by our shareholders, customers and communities. The
planning of our integration with them is going well and the
anticipated synergies and cultural alignment of our two banks are
being confirmed."
Mr. Duncan added, "I congratulate Steve, and the whole team, for
another very successful quarter and year. This was our third
straight year of 12% loan growth, and I believe this is a testament
to our relationship-based sales and service culture partnered with
our strong commitment to community outreach and involvement."
Net Interest Income
Net interest income for the three months ended December 31,
2024, amounted to $38.5 million, an increase of
$2.0 million, or 5%, compared to the three months
ended December 31, 2023. The increase was due primarily
to an increase in loan interest income of $7.8 million,
partially offset by an increase in deposit interest expense of
$3.7 million and a decrease in income on other
interest-earning assets of $1.5 million.
The increase in interest income during the fourth quarter of
2024, compared to the prior year quarter, was due primarily to loan
growth and higher loan yields, while the increase in interest
expense during the period was attributed primarily to an increase
in certificates of deposit balances and higher market rates on
deposits.
Net Interest Margin
Net interest margin for the three months ended December 31,
2024, September 30, 2024 and December 31, 2023, amounted
to 3.29%, 3.22% and 3.29%, respectively.
Three months ended – December 31, 2024, compared to
December 31, 2023
Net interest margin was positively impacted by loan growth and
an increase in loan yields, offset by increases in average funding
liabilities and funding costs as well as a decrease in the average
balance of other interest-earning assets.
The increase in interest-earning asset yields of 27 basis points
was due primarily to loan repricing and originations at higher
interest rates while the increase in funding costs of 29 basis
points was driven by higher market rates and growth in certificate
of deposit balances.
Three months ended – December 31, 2024, compared to
September 30, 2024
The increase in net interest margin was due primarily to loan
growth and a decrease in funding costs, partially offset by
decreases in interest-earning asset yields and the average balance
of other interest-earning assets.
The decreases in funding costs of 10 basis points and
interest-earning asset yields of 3 basis points were driven
primarily by the 100 basis point reduction in the federal funds
rate from September 2024 through December 2024. In addition, the
decrease in other interest-earning assets resulted mainly from
funding loan growth during the period.
Provision for Credit Losses
The provision for credit losses for the three-month periods
ended December 31, 2024 and December 31, 2023, are
presented below:
|
|
Three months ended |
|
Increase / (Decrease) |
(Dollars in thousands) |
|
December 31, 2024 |
|
December 31, 2023 |
Provision for credit losses on loans - collectively evaluated |
|
$ |
1,939 |
|
|
$ |
1,132 |
|
|
$ |
807 |
|
Provision for credit losses on
loans - individually evaluated |
|
|
(1,874 |
) |
|
|
(27 |
) |
|
|
(1,847 |
) |
Provision for credit losses on loans |
|
|
65 |
|
|
|
1,105 |
|
|
|
(1,040 |
) |
|
|
|
|
|
|
|
Provision for unfunded commitments |
|
|
(171 |
) |
|
|
1,388 |
|
|
|
(1,559 |
) |
|
|
|
|
|
|
|
Provision for credit losses |
|
$ |
(106 |
) |
|
$ |
2,493 |
|
|
$ |
(2,599 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in the provision for credit losses of $2.6 million
was due to net decreases in reserves on individually evaluated
loans of $1.8 million and unfunded commitments of $1.6 million,
partially offset by an increase in reserves on collectively
evaluated loans of $807 thousand which was due primarily to
loan growth.
The decrease in reserves on individually evaluated loans was due
primarily to two commercial relationships that experienced
improvement in their collateral valuation during the period and the
decrease in reserves for unfunded commitments resulted primarily by
a decrease in off-balance sheet commitments that required a
reserve.
Non-Interest Income
Non-interest income for the three months ended December 31,
2024, amounted to $5.6 million, an increase of $69 thousand,
or 1%, compared to the three months ended December 31,
2023. The increase was due primarily to increases in wealth
management fees, income on bank-owned life insurance and other
income, partially offset by a decrease in gains on equity
securities.
Non-Interest Expense
Non-interest expense for the three months ended December 31,
2024, amounted to $29.8 million, an increase of $1.6 million, or
6%, compared to the three months ended December 31, 2023.
The increase was due primarily to increases in salaries and
employee benefits expense of $808 thousand and merger-related
expenses of $1.1 million.
Income Taxes
The effective tax rate for the three months ended December 31,
2024, amounted to 25.4%, compared to 30.3% for the three months
ended December 31, 2023. The decrease was due primarily to
annual book to tax return adjustments in the prior year
quarter.
Balance Sheet
Total assets amounted to $4.83 billion at December 31,
2024, compared to $4.47 billion at December 31, 2023, an
increase of 8%.
Total investment securities at fair value amounted to $593.6
million at December 31, 2024, compared to $668.2 million at
December 31, 2023. The decrease of 11% during the year ended
December 31, 2024, was largely attributable to principal
pay-downs, calls and maturities. In addition, unrealized losses on
debt securities amounted to $101.8 million at December 31,
2024, compared to $102.9 million at December 31, 2023, a
decrease of 1%.
Total loans amounted to $3.98 billion at December 31, 2024,
compared to $3.57 billion at December 31, 2023. The increase
of 12% during the year ended December 31, 2024, was due
primarily to increases in commercial real estate and construction
loans of $203.1 million and $94.9 million, respectively.
Total deposits amounted to $4.19 billion at December 31,
2024, compared to $3.98 billion at December 31, 2023. The
increase of 5% during the year ended December 31, 2024, was
due primarily to increases in money market and certificate of
deposit balances of $51.5 million and $164.1 million,
respectively.
Total borrowed funds amounted to $153.1 million at
December 31, 2024, compared to $25.8 million at
December 31, 2023. The increase of $127.4 million during the
year ended December 31, 2024, the majority of which occurred
at the end of December, resulted primarily from an increase in
short-term advances used to support strong loan growth. Average
borrowed funds during the fourth quarter of 2024 amounted to $37.8
million.
Total shareholders' equity amounted to $360.7 million at
December 31, 2024, compared to $329.1 million at
December 31, 2023. The increase of 10% during the year ended
December 31, 2024, was due primarily to an increase in
retained earnings of $26.9 million.
Credit Quality
Selected credit quality metrics at December 31, 2024,
compared to December 31, 2023, were as follows:
- The allowance for credit losses ("ACL") for loans amounted to
$63.5 million, or 1.59% of total loans, compared to $59.0 million,
or 1.65% of total loans. The decrease in the ACL for loans to total
loan ratio was due primarily to a decrease in reserves on
individually evaluated loans and a decrease in qualitative factors
within our ACL model.
- The reserve for unfunded commitments (included in other
liabilities) amounted to $4.4 million, compared to $7.1 million.
The decrease was driven primarily by a decrease in off-balance
sheet commitments that required a reserve.
- Non-performing loans amounted to $26.7 million, or 0.67% of
total loans, compared to $11.4 million, or 0.32% of total loans.
The increase resulted primarily from two individually evaluated
commercial construction loans which were placed on
non-accrual.
Net charge-offs for the year ended December 31, 2024,
amounted to $206 thousand, or 0.01% of average total loans,
compared to $105 thousand, or 0.00% of average total loans,
for the year ended December 31, 2023.
Wealth Management
Wealth assets under management and administration, which are not
carried as assets on the Company's consolidated balance sheets,
amounted to $1.54 billion at December 31, 2024, an increase of
$215.8 million, or 16%, compared to December 31, 2023, and
resulted primarily from an increase in market values.
About Enterprise Bancorp, Inc.
Enterprise Bancorp, Inc. is a Massachusetts corporation that
conducts substantially all its operations through Enterprise Bank
and Trust Company, commonly referred to as Enterprise Bank, and has
reported 141 consecutive profitable quarters. Enterprise Bank 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, residential and consumer loan
products, deposit products and cash management services, electronic
and digital banking options, as well as wealth management, and
trust services. The Company's headquarters and Enterprise Bank's
main office are located at 222 Merrimack Street in Lowell,
Massachusetts. The Company's primary market area is the Northern
Middlesex, Northern Essex, and Northern Worcester counties of
Massachusetts and the Southern Hillsborough and Southern Rockingham
counties in New Hampshire. Enterprise Bank has 27 full-service
branches located in the Massachusetts communities of Acton,
Andover, Billerica (2), Chelmsford (2), Dracut, Fitchburg,
Lawrence, Leominster, Lexington, Lowell (2), Methuen, North
Andover, Tewksbury (2), Tyngsborough and Westford and in the New
Hampshire communities of Derry, Hudson, Londonderry, Nashua (2),
Pelham, Salem and Windham.
Forward-Looking Statements
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 references to a
future period or periods or by the use of the words "believe,"
"expect," "anticipate," "intend," "upcoming," "estimate," "assume,"
"will," "should," "could," "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 in, or implied by, the
forward-looking statements. Factors that could cause such
differences include, but are not limited to, (i) disruption from
the proposed merger with Independent; (ii) the risk that the
proposed merger with Independent may not be completed in a timely
manner or at all; (iii) the occurrence of any event, change, or
other circumstances that could give rise to the termination of the
proposed merger with Independent, including under circumstances
that would require Enterprise to pay a termination fee; (iv) the
failure to obtain necessary shareholder or regulatory approvals for
the proposed merger with Independent; (v) the ability to
successfully integrate the combined business; (vi) the possibility
that the amount of the costs, fees, expenses, and charges related
to the proposed merger with Independent may be greater than
anticipated, including as a result of unexpected or unknown
factors, events, or liabilities; (vii) the failure of the
conditions to the proposed merger with Independent to be satisfied;
(viii) reputational risk and the reaction of the parties' customers
to the proposed merger with Independent; (xi) the risk of potential
litigation or regulatory action related to the proposed merger with
Independent; (x) the impact on us and our customers of a decline in
general economic conditions and any regulatory responses thereto;
(xi) potential recession in the United States and our market areas;
(xii) the impacts related to or resulting from uncertainty in the
banking industry as a whole; (xiii) increased competition for
deposits and related changes in deposit customer behavior; (xiv)
the impact of changes in market interest rates, whether due to a
continuation of the elevated interest rate environment or further
reductions in interest rates and a resulting decline in net
interest income; (xv) the lingering inflationary pressures, and the
risk of the resurgence of elevated levels of inflation, in the
United States and our market areas; (xvi) the uncertain impacts of
ongoing quantitative tightening and current and future monetary
policies of the Board of Governors of the Federal Reserve System;
(xvii) increases in unemployment rates in the United States and our
market areas; (xviii) declines in commercial real estate values and
prices; (xix) uncertainty regarding United States fiscal debt,
deficit and budget matters; (xx) cyber incidents or other failures,
disruptions or breaches of our operational or security systems or
infrastructure, or those of our third-party vendors or other
service providers, including as a result of cyber-attacks; (xxi)
severe weather, natural disasters, acts of war or terrorism,
geopolitical instability or other external events, including as a
result of changes in U.S. presidential administrations or Congress,
including potential changes in U.S. and international trade
policies and the resulting impact on the Company and its customers;
(xxii) competition and market expansion opportunities; (xxiii)
changes in non-interest expenditures or in the anticipated benefits
of such expenditures; (xxiv) changes in tax laws; (xxv) the risks
related to the development, implementation, use and management of
emerging technologies, including artificial intelligence and
machine learnings; (xxvi) potential increased costs related to the
impacts of climate change; and (xxvii) current or future
litigation, regulatory examinations or other legal and/or
regulatory actions. Therefore, the Company can give no assurance
that the results contemplated in the forward-looking statements
will be realized and readers are cautioned not to place undue
reliance on the forward-looking statements contained in this press
release. For more information about these factors, please see our
reports filed with or furnished to the U.S. Securities and Exchange
Commission (the "SEC"), including our most recent Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q 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
earnings 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, except per share
data) |
|
December 31,2024 |
|
December 31,2023 |
Assets |
|
|
|
|
Cash and cash equivalents: |
|
|
|
|
Cash and due from banks |
|
$ |
42,689 |
|
|
$ |
37,443 |
|
Interest-earning deposits with banks |
|
|
41,152 |
|
|
|
19,149 |
|
Total cash and cash equivalents |
|
|
83,841 |
|
|
|
56,592 |
|
Investments: |
|
|
|
|
Debt securities at fair value (amortized cost of $685,766 and
$763,981, respectively) |
|
|
583,930 |
|
|
|
661,113 |
|
Equity securities at fair value |
|
|
9,665 |
|
|
|
7,058 |
|
Total investment securities at fair value |
|
|
593,595 |
|
|
|
668,171 |
|
Federal Home Loan Bank stock |
|
|
7,093 |
|
|
|
2,402 |
|
Loans held for sale |
|
|
520 |
|
|
|
200 |
|
Loans: |
|
|
|
|
Total loans |
|
|
3,982,898 |
|
|
|
3,567,631 |
|
Allowance for credit losses |
|
|
(63,498 |
) |
|
|
(58,995 |
) |
Net loans |
|
|
3,919,400 |
|
|
|
3,508,636 |
|
Premises and equipment, net |
|
|
42,444 |
|
|
|
44,931 |
|
Lease right-of-use asset |
|
|
24,126 |
|
|
|
24,820 |
|
Accrued interest receivable |
|
|
20,553 |
|
|
|
19,233 |
|
Deferred income taxes, net |
|
|
49,096 |
|
|
|
49,166 |
|
Bank-owned life insurance |
|
|
67,421 |
|
|
|
65,455 |
|
Prepaid income taxes |
|
|
2,583 |
|
|
|
1,589 |
|
Prepaid expenses and other assets |
|
|
11,398 |
|
|
|
19,183 |
|
Goodwill |
|
|
5,656 |
|
|
|
5,656 |
|
Total assets |
|
$ |
4,827,726 |
|
|
$ |
4,466,034 |
|
Liabilities and
Shareholders'Equity |
|
|
|
|
Liabilities |
|
|
|
|
Deposits |
|
$ |
4,187,698 |
|
|
$ |
3,977,521 |
|
Borrowed funds |
|
|
153,136 |
|
|
|
25,768 |
|
Subordinated debt |
|
|
59,815 |
|
|
|
59,498 |
|
Lease liability |
|
|
23,849 |
|
|
|
24,441 |
|
Accrued expenses and other liabilities |
|
|
33,425 |
|
|
|
45,011 |
|
Accrued interest payable |
|
|
9,055 |
|
|
|
4,678 |
|
Total liabilities |
|
|
4,466,978 |
|
|
|
4,136,917 |
|
Commitments and Contingencies |
|
|
|
|
Shareholders'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; 40,000,000 shares
authorized; 12,447,308 and 12,272,674 shares issued and
outstanding, respectively. |
|
|
124 |
|
|
|
123 |
|
Additional paid-in capital |
|
|
111,295 |
|
|
|
107,377 |
|
Retained earnings |
|
|
328,243 |
|
|
|
301,380 |
|
Accumulated other comprehensive loss |
|
|
(78,914 |
) |
|
|
(79,763 |
) |
Total shareholders' equity |
|
|
360,748 |
|
|
|
329,117 |
|
Total liabilities and shareholders' equity |
|
$ |
4,827,726 |
|
|
$ |
4,466,034 |
|
|
|
|
|
|
|
|
|
|
ENTERPRISE
BANCORP, INC. |
Consolidated
Statements of Income |
(unaudited) |
|
|
|
Three months ended |
|
Year ended |
(Dollars in thousands, except per share data) |
|
December 31, 2024 |
|
September 30, 2024 |
|
December 31, 2023 |
|
December 31, 2024 |
|
December 31, 2023 |
Interest and dividend
income: |
|
|
|
|
|
|
|
|
|
|
Other interest-earning assets |
|
$ |
833 |
|
|
$ |
2,497 |
|
|
$ |
2,350 |
|
$ |
6,199 |
|
|
$ |
9,943 |
|
Investment securities |
|
|
3,881 |
|
|
|
3,835 |
|
|
|
4,219 |
|
|
15,693 |
|
|
|
18,575 |
|
Loans and loans held for sale |
|
|
54,528 |
|
|
|
53,809 |
|
|
|
46,680 |
|
|
208,378 |
|
|
|
172,535 |
|
Total interest and dividend income |
|
|
59,242 |
|
|
|
60,141 |
|
|
|
53,249 |
|
|
230,270 |
|
|
|
201,053 |
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
19,488 |
|
|
|
20,581 |
|
|
|
15,821 |
|
|
76,513 |
|
|
|
44,389 |
|
Borrowed funds |
|
|
394 |
|
|
|
674 |
|
|
|
43 |
|
|
2,426 |
|
|
|
113 |
|
Subordinated debt |
|
|
867 |
|
|
|
866 |
|
|
|
867 |
|
|
3,467 |
|
|
|
3,467 |
|
Total interest expense |
|
|
20,749 |
|
|
|
22,121 |
|
|
|
16,731 |
|
|
82,406 |
|
|
|
47,969 |
|
Net interest income |
|
|
38,493 |
|
|
|
38,020 |
|
|
|
36,518 |
|
|
147,864 |
|
|
|
153,084 |
|
Provision for credit
losses |
|
|
(106 |
) |
|
|
1,332 |
|
|
|
2,493 |
|
|
1,985 |
|
|
|
9,249 |
|
Net interest income after provision for credit losses |
|
|
38,599 |
|
|
|
36,688 |
|
|
|
34,025 |
|
|
145,879 |
|
|
|
143,835 |
|
Non-interest income: |
|
|
|
|
|
|
|
|
|
|
Wealth management fees |
|
|
2,043 |
|
|
|
2,025 |
|
|
|
1,797 |
|
|
7,888 |
|
|
|
6,730 |
|
Deposit and interchange fees |
|
|
2,240 |
|
|
|
2,282 |
|
|
|
2,145 |
|
|
8,875 |
|
|
|
8,475 |
|
Income on bank-owned life insurance, net |
|
|
522 |
|
|
|
518 |
|
|
|
314 |
|
|
2,001 |
|
|
|
1,264 |
|
Net losses on sales of debt securities |
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
(2 |
) |
|
|
(2,419 |
) |
Net gains on sales of loans |
|
|
33 |
|
|
|
57 |
|
|
|
— |
|
|
156 |
|
|
|
34 |
|
Net (losses) gains on equity securities |
|
|
(30 |
) |
|
|
604 |
|
|
|
674 |
|
|
1,140 |
|
|
|
666 |
|
Other income |
|
|
808 |
|
|
|
656 |
|
|
|
617 |
|
|
2,821 |
|
|
|
2,859 |
|
Total non-interest income |
|
|
5,616 |
|
|
|
6,140 |
|
|
|
5,547 |
|
|
22,879 |
|
|
|
17,609 |
|
Non-interest expense: |
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
19,276 |
|
|
|
20,097 |
|
|
|
18,468 |
|
|
78,224 |
|
|
|
72,283 |
|
Occupancy and equipment expenses |
|
|
2,364 |
|
|
|
2,438 |
|
|
|
2,283 |
|
|
9,667 |
|
|
|
9,722 |
|
Technology and telecommunications expenses |
|
|
2,687 |
|
|
|
2,618 |
|
|
|
2,719 |
|
|
10,708 |
|
|
|
10,656 |
|
Advertising and public relations expenses |
|
|
609 |
|
|
|
559 |
|
|
|
709 |
|
|
2,585 |
|
|
|
2,786 |
|
Audit, legal and other professional fees |
|
|
460 |
|
|
|
569 |
|
|
|
788 |
|
|
2,474 |
|
|
|
2,945 |
|
Deposit insurance premiums |
|
|
950 |
|
|
|
900 |
|
|
|
768 |
|
|
3,571 |
|
|
|
2,712 |
|
Supplies and postage expenses |
|
|
242 |
|
|
|
261 |
|
|
|
245 |
|
|
980 |
|
|
|
998 |
|
Merger-related expenses |
|
|
1,137 |
|
|
|
— |
|
|
|
— |
|
|
1,137 |
|
|
|
— |
|
Other operating expenses |
|
|
2,117 |
|
|
|
1,911 |
|
|
|
2,244 |
|
|
7,786 |
|
|
|
8,097 |
|
Total non-interest expense |
|
|
29,842 |
|
|
|
29,353 |
|
|
|
28,224 |
|
|
117,132 |
|
|
|
110,199 |
|
Income before income
taxes |
|
|
14,373 |
|
|
|
13,475 |
|
|
|
11,348 |
|
|
51,626 |
|
|
|
51,245 |
|
Provision for income
taxes |
|
|
3,646 |
|
|
|
3,488 |
|
|
|
3,441 |
|
|
12,893 |
|
|
|
13,187 |
|
Net income |
|
$ |
10,727 |
|
|
$ |
9,987 |
|
|
$ |
7,907 |
|
$ |
38,733 |
|
|
$ |
38,058 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common
share |
|
$ |
0.86 |
|
|
$ |
0.80 |
|
|
$ |
0.64 |
|
$ |
3.13 |
|
|
$ |
3.11 |
|
Diluted earnings per common
share |
|
$ |
0.86 |
|
|
$ |
0.80 |
|
|
$ |
0.64 |
|
$ |
3.12 |
|
|
$ |
3.11 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average common
shares outstanding |
|
|
12,433,895 |
|
|
|
12,428,543 |
|
|
|
12,261,918 |
|
|
12,386,669 |
|
|
|
12,223,626 |
|
Diluted weighted average
common shares outstanding |
|
|
12,460,063 |
|
|
|
12,438,160 |
|
|
|
12,276,769 |
|
|
12,398,062 |
|
|
|
12,244,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ENTERPRISE BANCORP, INC. |
Selected Consolidated Financial Data and Ratios |
(unaudited) |
|
|
|
At or for
the three months ended |
(Dollars in thousands, except per share
data) |
|
December 31,2024 |
|
September 30,2024 |
|
June 30,2024 |
|
March 31,2024 |
|
December 31,2023 |
Balance Sheet
Data |
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents |
|
$ |
83,841 |
|
|
$ |
88,632 |
|
|
$ |
199,719 |
|
|
$ |
147,834 |
|
|
$ |
56,592 |
|
Total investment securities at
fair value |
|
|
593,595 |
|
|
|
631,975 |
|
|
|
636,838 |
|
|
|
652,026 |
|
|
|
668,171 |
|
Total loans |
|
|
3,982,898 |
|
|
|
3,858,940 |
|
|
|
3,768,649 |
|
|
|
3,654,322 |
|
|
|
3,567,631 |
|
Allowance for credit
losses |
|
|
(63,498 |
) |
|
|
(63,654 |
) |
|
|
(61,999 |
) |
|
|
(60,741 |
) |
|
|
(58,995 |
) |
Total assets |
|
|
4,827,726 |
|
|
|
4,742,809 |
|
|
|
4,773,681 |
|
|
|
4,624,015 |
|
|
|
4,466,034 |
|
Total deposits |
|
|
4,187,698 |
|
|
|
4,189,461 |
|
|
|
4,248,801 |
|
|
|
4,106,119 |
|
|
|
3,977,521 |
|
Borrowed funds |
|
|
153,136 |
|
|
|
59,949 |
|
|
|
61,785 |
|
|
|
63,246 |
|
|
|
25,768 |
|
Subordinated debt |
|
|
59,815 |
|
|
|
59,736 |
|
|
|
59,657 |
|
|
|
59,577 |
|
|
|
59,498 |
|
Total shareholders'
equity |
|
|
360,748 |
|
|
|
368,109 |
|
|
|
340,441 |
|
|
|
333,439 |
|
|
|
329,117 |
|
Total liabilities and
shareholders' equity |
|
|
4,827,726 |
|
|
|
4,742,809 |
|
|
|
4,773,681 |
|
|
|
4,624,015 |
|
|
|
4,466,034 |
|
|
|
|
|
|
|
|
|
|
|
|
Wealth
Management |
|
|
|
|
|
|
|
|
|
|
Wealth assets under
management |
|
$ |
1,230,014 |
|
|
$ |
1,212,076 |
|
|
$ |
1,129,147 |
|
|
$ |
1,105,036 |
|
|
$ |
1,077,761 |
|
Wealth assets under
administration |
|
$ |
305,930 |
|
|
$ |
302,891 |
|
|
$ |
267,529 |
|
|
$ |
268,074 |
|
|
$ |
242,338 |
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' Equity
Ratios |
|
|
|
|
|
|
|
|
|
|
Book value per common
share |
|
$ |
28.98 |
|
|
$ |
29.62 |
|
|
$ |
27.40 |
|
|
$ |
26.94 |
|
|
$ |
26.82 |
|
Dividends paid per common
share |
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
$ |
0.24 |
|
|
$ |
0.23 |
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory Capital
Ratios |
|
|
|
|
|
|
|
|
|
|
Total capital to risk weighted
assets |
|
|
13.06 |
% |
|
|
13.07 |
% |
|
|
13.07 |
% |
|
|
13.20 |
% |
|
|
13.12 |
% |
Tier 1 capital to risk
weighted assets(1) |
|
|
10.38 |
% |
|
|
10.36 |
% |
|
|
10.34 |
% |
|
|
10.43 |
% |
|
|
10.34 |
% |
Tier 1 capital to average
assets |
|
|
8.94 |
% |
|
|
8.68 |
% |
|
|
8.76 |
% |
|
|
8.85 |
% |
|
|
8.74 |
% |
|
|
|
|
|
|
|
|
|
|
|
Credit Quality
Data |
|
|
|
|
|
|
|
|
|
|
Non-performing loans |
|
$ |
26,687 |
|
|
$ |
25,946 |
|
|
$ |
17,731 |
|
|
$ |
18,527 |
|
|
$ |
11,414 |
|
Non-performing loans to total
loans |
|
|
0.67 |
% |
|
|
0.67 |
% |
|
|
0.47 |
% |
|
|
0.51 |
% |
|
|
0.32 |
% |
Non-performing assets to total
assets |
|
|
0.55 |
% |
|
|
0.55 |
% |
|
|
0.37 |
% |
|
|
0.40 |
% |
|
|
0.26 |
% |
ACL for loans to total
loans |
|
|
1.59 |
% |
|
|
1.65 |
% |
|
|
1.65 |
% |
|
|
1.66 |
% |
|
|
1.65 |
% |
Net charge-offs
(recoveries) |
|
$ |
221 |
|
|
$ |
(7 |
) |
|
$ |
(130 |
) |
|
$ |
122 |
|
|
$ |
15 |
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement
Data |
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
38,493 |
|
|
$ |
38,020 |
|
|
$ |
36,161 |
|
|
$ |
35,190 |
|
|
$ |
36,518 |
|
Provision for credit
losses |
|
|
(106 |
) |
|
|
1,332 |
|
|
|
137 |
|
|
|
622 |
|
|
|
2,493 |
|
Total non-interest income |
|
|
5,616 |
|
|
|
6,140 |
|
|
|
5,628 |
|
|
|
5,495 |
|
|
|
5,547 |
|
Total non-interest
expense |
|
|
29,842 |
|
|
|
29,353 |
|
|
|
29,029 |
|
|
|
28,908 |
|
|
|
28,224 |
|
Income before income
taxes |
|
|
14,373 |
|
|
|
13,475 |
|
|
|
12,623 |
|
|
|
11,155 |
|
|
|
11,348 |
|
Provision for income
taxes |
|
|
3,646 |
|
|
|
3,488 |
|
|
|
3,111 |
|
|
|
2,648 |
|
|
|
3,441 |
|
Net income |
|
$ |
10,727 |
|
|
$ |
9,987 |
|
|
$ |
9,512 |
|
|
$ |
8,507 |
|
|
$ |
7,907 |
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement
Ratios |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common
share |
|
$ |
0.86 |
|
|
$ |
0.80 |
|
|
$ |
0.77 |
|
|
$ |
0.69 |
|
|
$ |
0.64 |
|
Return on average total
assets |
|
|
0.89 |
% |
|
|
0.82 |
% |
|
|
0.82 |
% |
|
|
0.75 |
% |
|
|
0.69 |
% |
Return on average
shareholders' equity |
|
|
11.82 |
% |
|
|
11.20 |
% |
|
|
11.55 |
% |
|
|
10.47 |
% |
|
|
10.21 |
% |
Net interest margin
(tax-equivalent)(2) |
|
|
3.29 |
% |
|
|
3.22 |
% |
|
|
3.19 |
% |
|
|
3.20 |
% |
|
|
3.29 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Ratio also
represents common equity tier 1 capital to risk weighted assets as
of the periods presented. |
(2)
Tax-equivalent net interest margin is net interest income adjusted
for the tax-equivalent effect associated with tax-exempt loan and
investment income, expressed as a percentage of average
interest-earning assets. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ENTERPRISE
BANCORP, INC. |
Consolidated Loan
and Deposit Data |
(unaudited) |
|
Major classifications of loans at the dates
indicated were as follows: |
|
(Dollars in thousands) |
|
December 31,2024 |
|
September 30,2024 |
|
June 30,2024 |
|
March 31,2024 |
|
December 31,2023 |
Commercial real estate owner-occupied |
|
$ |
704,634 |
|
|
$ |
660,063 |
|
|
$ |
660,478 |
|
|
$ |
635,420 |
|
|
$ |
619,302 |
|
Commercial real estate non
owner-occupied |
|
|
1,563,201 |
|
|
|
1,579,827 |
|
|
|
1,544,386 |
|
|
|
1,524,174 |
|
|
|
1,445,435 |
|
Commercial and industrial |
|
|
479,821 |
|
|
|
415,642 |
|
|
|
426,976 |
|
|
|
417,604 |
|
|
|
430,749 |
|
Commercial construction |
|
|
679,969 |
|
|
|
674,434 |
|
|
|
622,094 |
|
|
|
583,711 |
|
|
|
585,113 |
|
Total commercial loans |
|
|
3,427,625 |
|
|
|
3,329,966 |
|
|
|
3,253,934 |
|
|
|
3,160,909 |
|
|
|
3,080,599 |
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgages |
|
|
443,096 |
|
|
|
424,030 |
|
|
|
413,323 |
|
|
|
400,093 |
|
|
|
393,142 |
|
Home equity loans and
lines |
|
|
103,858 |
|
|
|
95,982 |
|
|
|
93,220 |
|
|
|
85,144 |
|
|
|
85,375 |
|
Consumer |
|
|
8,319 |
|
|
|
8,962 |
|
|
|
8,172 |
|
|
|
8,176 |
|
|
|
8,515 |
|
Total retail loans |
|
|
555,273 |
|
|
|
528,974 |
|
|
|
514,715 |
|
|
|
493,413 |
|
|
|
487,032 |
|
Total loans |
|
|
3,982,898 |
|
|
|
3,858,940 |
|
|
|
3,768,649 |
|
|
|
3,654,322 |
|
|
|
3,567,631 |
|
|
|
|
|
|
|
|
|
|
|
|
ACL for loans |
|
|
(63,498 |
) |
|
|
(63,654 |
) |
|
|
(61,999 |
) |
|
|
(60,741 |
) |
|
|
(58,995 |
) |
Net loans |
|
$ |
3,919,400 |
|
|
$ |
3,795,286 |
|
|
$ |
3,706,650 |
|
|
$ |
3,593,581 |
|
|
$ |
3,508,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits are summarized at the periods indicated
were as follows: |
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
December 31, 2024 |
|
September 30, 2024 |
|
June 30, 2024 |
|
March 31, 2024 |
|
December 31, 2023 |
Non-interest checking |
|
$ |
1,077,998 |
|
$ |
1,064,424 |
|
$ |
1,041,771 |
|
$ |
1,038,887 |
|
$ |
1,061,009 |
Interest-bearing checking |
|
|
699,671 |
|
|
682,050 |
|
|
788,822 |
|
|
730,819 |
|
|
697,632 |
Savings |
|
|
270,367 |
|
|
279,824 |
|
|
294,566 |
|
|
285,090 |
|
|
294,865 |
Money market |
|
|
1,454,443 |
|
|
1,488,437 |
|
|
1,504,551 |
|
|
1,469,181 |
|
|
1,402,939 |
CDs $250,000 or less |
|
|
377,958 |
|
|
375,055 |
|
|
358,149 |
|
|
337,367 |
|
|
295,789 |
CDs greater than $250,000 |
|
|
307,261 |
|
|
299,671 |
|
|
260,942 |
|
|
244,775 |
|
|
225,287 |
Deposits |
|
$ |
4,187,698 |
|
$ |
4,189,461 |
|
$ |
4,248,801 |
|
$ |
4,106,119 |
|
$ |
3,977,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ENTERPRISE BANCORP, INC. |
Consolidated Average Balance Sheets and Yields (tax-equivalent
basis) |
(unaudited) |
|
The following
table presents the Company's average balance sheets, net interest
income and average rates for the periods indicated: |
|
|
|
Three months ended December 31, 2024 |
|
Three months ended September 30, 2024 |
|
Three months ended December 31, 2023 |
(Dollars in thousands) |
|
Average Balance |
|
Interest(1) |
|
Average Yield(1) |
|
Average Balance |
|
Interest(1) |
|
Average Yield(1) |
|
Average Balance |
|
Interest(1) |
|
Average Yield(1) |
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other interest-earning assets(2) |
|
$ |
68,224 |
|
$ |
833 |
|
4.85 |
% |
|
$ |
181,465 |
|
$ |
2,497 |
|
5.48 |
% |
|
$ |
172,167 |
|
$ |
2,350 |
|
5.42 |
% |
Investment securities(3)(tax-equivalent) |
|
|
704,629 |
|
|
3,985 |
|
2.26 |
% |
|
|
731,815 |
|
|
3,945 |
|
2.16 |
% |
|
|
799,093 |
|
|
4,345 |
|
2.17 |
% |
Loans and loans held for sale(4)(tax-equivalent) |
|
|
3,911,386 |
|
|
54,673 |
|
5.56 |
% |
|
|
3,813,800 |
|
|
53,956 |
|
5.63 |
% |
|
|
3,467,945 |
|
|
46,824 |
|
5.36 |
% |
Total interest-earnings assets (tax-equivalent) |
|
|
4,684,239 |
|
|
59,491 |
|
5.06 |
% |
|
|
4,727,080 |
|
|
60,398 |
|
5.09 |
% |
|
|
4,439,205 |
|
|
53,519 |
|
4.79 |
% |
Other assets |
|
|
101,952 |
|
|
|
|
|
|
104,284 |
|
|
|
|
|
|
78,102 |
|
|
|
|
Total assets |
|
$ |
4,786,191 |
|
|
|
|
|
$ |
4,831,364 |
|
|
|
|
|
$ |
4,517,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders'
equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest checking |
|
$ |
1,106,823 |
|
|
— |
|
|
|
$ |
1,069,130 |
|
|
— |
|
|
|
$ |
1,145,254 |
|
$ |
— |
|
|
Interest checking, savings and money market |
|
|
2,471,854 |
|
|
11,728 |
|
1.89 |
% |
|
|
2,574,439 |
|
|
13,017 |
|
2.01 |
% |
|
|
2,437,142 |
|
|
10,786 |
|
1.76 |
% |
CDs |
|
|
683,248 |
|
|
7,760 |
|
4.52 |
% |
|
|
651,614 |
|
|
7,564 |
|
4.62 |
% |
|
|
500,286 |
|
|
5,035 |
|
3.99 |
% |
Total deposits |
|
|
4,261,925 |
|
|
19,488 |
|
1.82 |
% |
|
|
4,295,183 |
|
|
20,581 |
|
1.91 |
% |
|
|
4,082,682 |
|
|
15,821 |
|
1.54 |
% |
Borrowed funds |
|
|
37,812 |
|
|
394 |
|
4.15 |
% |
|
|
61,232 |
|
|
674 |
|
4.38 |
% |
|
|
7,572 |
|
|
43 |
|
2.24 |
% |
Subordinated debt(5) |
|
|
59,768 |
|
|
867 |
|
5.80 |
% |
|
|
59,689 |
|
|
866 |
|
5.81 |
% |
|
|
59,451 |
|
|
867 |
|
5.83 |
% |
Total funding liabilities |
|
|
4,359,505 |
|
|
20,749 |
|
1.89 |
% |
|
|
4,416,104 |
|
|
22,121 |
|
1.99 |
% |
|
|
4,149,705 |
|
|
16,731 |
|
1.60 |
% |
Other liabilities |
|
|
65,720 |
|
|
|
|
|
|
60,524 |
|
|
|
|
|
|
60,376 |
|
|
|
|
Total liabilities |
|
|
4,425,225 |
|
|
|
|
|
|
4,476,628 |
|
|
|
|
|
|
4,210,081 |
|
|
|
|
Stockholders' equity |
|
|
360,966 |
|
|
|
|
|
|
354,736 |
|
|
|
|
|
|
307,226 |
|
|
|
|
Total liabilities and stockholders' equity |
|
$ |
4,786,191 |
|
|
|
|
|
$ |
4,831,364 |
|
|
|
|
|
$ |
4,517,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest-rate spread
(tax-equivalent) |
|
|
|
|
|
3.17 |
% |
|
|
|
|
|
3.10 |
% |
|
|
|
|
|
3.19 |
% |
Net interest income
(tax-equivalent) |
|
|
|
|
38,742 |
|
|
|
|
|
|
38,277 |
|
|
|
|
|
|
36,788 |
|
|
Net interest margin
(tax-equivalent) |
|
|
|
|
|
3.29 |
% |
|
|
|
|
|
3.22 |
% |
|
|
|
|
|
3.29 |
% |
Less tax-equivalent
adjustment |
|
|
|
|
249 |
|
|
|
|
|
|
257 |
|
|
|
|
|
|
270 |
|
|
Net interest income |
|
|
|
$ |
38,493 |
|
|
|
|
|
$ |
38,020 |
|
|
|
|
|
$ |
36,518 |
|
|
Net interest margin |
|
|
|
|
|
3.27 |
% |
|
|
|
|
|
3.20 |
% |
|
|
|
|
|
3.27 |
% |
|
(1) Average
yields and interest income are presented on a tax-equivalent basis,
calculated using a U.S. federal income tax rate of 21% for each
period presented, based on tax-equivalent adjustments associated
with tax-exempt loans and investments interest income. |
(2) Average
other interest-earning assets include interest-earning deposits
with banks, federal funds sold and Federal Home Loan Bank
stock. |
(3) Average
investment securities are presented at average amortized cost. |
(4) Average
loans and loans held for sale are presented at average amortized
cost and include non-accrual loans. |
(5) Subordinated debt is net of average deferred debt issuance
costs. |
|
CAUTION REGARDING FORWARD-LOOKING
STATEMENTS
This communication may contain forward-looking statements,
including, but not limited to, certain plans, expectations, goals,
projections, and statements about the benefits of the proposed
transaction, the plans, objectives, expectations and intentions of
Independent and Enterprise, the expected timing of completion of
the proposed transaction, and other statements that are not
historical facts. Such statements reflect the current views of
Independent Bank Corp. (“Independent”) and Enterprise Bancorp, Inc.
(“Enterprise”) with respect to future events and financial
performance, and are subject to numerous assumptions, risks, and
uncertainties. Statements that do not describe historical or
current facts, including statements about beliefs, expectations,
plans, predictions, forecasts, objectives, assumptions or future
events or performance, are forward-looking statements.
Forward-looking statements often, but not always, may be identified
by words such as expect, anticipate, believe, intend, potential,
estimate, plan, target, goal, or similar words or expressions, or
future or conditional verbs such as will, may, might, should,
would, could, or similar variations. The forward-looking statements
are intended to be subject to the safe harbor provided by Section
27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934, and the Private Securities Litigation Reform
Act of 1995.
Independent and Enterprise caution that the forward-looking
statements in this communication are not guarantees of future
performance and involve a number of known and unknown risks,
uncertainties and assumptions that are difficult to assess and are
subject to change based on factors which are, in many instances,
beyond Independent’s and Enterprise’s control. While there is no
assurance that any list of risks and uncertainties or risk factors
is complete, below are certain factors which could cause actual
results to differ materially from those contained or implied in the
forward-looking statements: (1) changes in general economic,
political, or industry conditions; (2) uncertainty in U.S. fiscal
and monetary policy, including the interest rate policies of the
Federal Reserve Board; (3) volatility and disruptions in global
capital and credit markets; (4) movements in interest rates; (5)
the resurgence of elevated levels of inflation or inflationary
pressures in the United States and the Enterprise and Independent
market areas; (6) increased competition in the markets of
Independent and Enterprise; (7) success, impact, and timing of
business strategies of Independent and Enterprise; (8) the nature,
extent, timing, and results of governmental actions, examinations,
reviews, reforms, regulations, and interpretations; (9) the
expected impact of the proposed transaction between Enterprise and
Independent on the combined entities’ operations, financial
condition, and financial results; (10) the failure to obtain
necessary regulatory approvals (and the risk that such approvals
may result in the imposition of conditions that could adversely
affect the combined company or the expected benefits of the
proposed transaction); (11) the failure to obtain Enterprise
shareholder approval or to satisfy any of the other conditions to
the proposed transaction on a timely basis or at all or other
delays in completing the proposed transaction; (12) the occurrence
of any event, change or other circumstances that could give rise to
the right of one or both of the parties to terminate the merger
agreement; (13) the outcome of any legal proceedings that may be
instituted against Independent or Enterprise; (14) the possibility
that the anticipated benefits of the proposed transaction are not
realized when expected or at all, including as a result of the
impact of, or problems arising from, the integration of the two
companies or as a result of the strength of the economy and
competitive factors in the areas where Independent and Enterprise
do business; (15) the possibility that the proposed transaction may
be more expensive to complete than anticipated, including as a
result of unexpected factors or events; (16) diversion of
management’s attention from ongoing business operations and
opportunities; (17) potential adverse reactions or changes to
business or employee relationships, including those resulting from
the announcement or completion of the proposed transaction; (18)
the dilution caused by Independent’s issuance of additional shares
of its capital stock in connection with the proposed transaction;
(19) cyber incidents or other failures, disruptions or breaches of
our operational or security systems or infrastructure, or those of
our third-party vendors or other service providers, including as a
result of cyber-attacks; and (20) other factors that may affect the
future results of Independent and Enterprise.
Additional factors that could cause results to differ materially
from those described above can be found in Independent’s Annual
Report on Form 10-K for the year ended December 31, 2023 and in its
subsequent Quarterly Reports on Form 10-Q, including in the
respective “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” sections of such
reports, as well as in subsequent SEC filings, each of which is on
file with the U.S. Securities and Exchange Commission (the “SEC”)
and available in the “Investor Relations” section of Independent’s
website, www.rocklandtrust.com, under the heading “SEC Filings” and
in other documents Independent files with the SEC, and in
Enterprise’s Annual Report on Form 10-K for the year ended December
31, 2023 and in its subsequent Quarterly Reports on Form 10-Q,
including in the respective “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” sections of such reports, as well as in subsequent SEC
filings, each of which is on file with and available in the
“Investor Relations” section of Enterprise’s website,
enterprisebancorp.q4ir.com, under the heading “SEC Filings” and in
other documents Enterprise files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Independent nor Enterprise assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by applicable law. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements. All
forward-looking statements, express or implied, included in the
document are qualified in their entirety by this cautionary
statement.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made with respect to the proposed
transaction involving Independent and Enterprise. This material is
not a solicitation of any vote or approval of the Enterprise
shareholders and is not a substitute for the proxy
statement/prospectus or any other documents that Independent and
Enterprise may send to their respective shareholders in connection
with the proposed transaction. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
In connection with the proposed transaction between Independent
and Enterprise, Independent has filed with the SEC a Registration
Statement on Form S-4 (the “Registration Statement”) that includes
a proxy statement for a special meeting of Enterprise’s
shareholders to approve the proposed transaction and that also
constitutes a prospectus for the Independent common stock that will
be issued in the proposed transaction, as well as other relevant
documents concerning the proposed transaction. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF
INDEPENDENT AND ENTERPRISE ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Enterprise will mail the proxy statement/prospectus to
its shareholders. Shareholders are also urged to carefully review
and consider Independent’s and Enterprise’s public filings with the
SEC, including, but not limited to, their respective proxy
statements, Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K. Copies of the Registration
Statement and of the proxy statement/prospectus and other filings
incorporated by reference therein, as well as other filings
containing information about Independent and Enterprise, can be
obtained, free of charge, as they become available at the SEC’s
website (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to
Independent Investor Relations, 288 Union Street, Rockland,
Massachusetts 02370, telephone (774) 363-9872 or to Enterprise
Bancorp, Inc., 222 Merrimack Street, Lowell, MA 01852, Attention:
Corporate Secretary, telephone (978) 656-5578.
PARTICIPANTS IN THE SOLICITATION
Independent, Enterprise, and certain of their respective
directors, executive officers and employees may, under the SEC’s
rules, be deemed to be participants in the solicitation of proxies
from the shareholders of Enterprise in connection with the proposed
transaction. Information regarding Independent’s directors and
executive officers is available in its definitive proxy statement
relating to its 2024 Annual Meeting of Shareholders, which was
filed with the SEC on March 28, 2024, and its Annual Report on Form
10-K for the year ended December 31, 2023, which was filed with the
SEC on February 28, 2024, and other documents filed by Independent
with the SEC. Information regarding Enterprise’s directors and
executive officers is available in its definitive proxy statement
relating to its 2024 Annual Meeting of Shareholders, which was
filed with the SEC on April 3, 2024, and its Annual Report on Form
10-K for the year ended December 31, 2023, which was filed with the
SEC on March 8, 2024 and other documents filed by Enterprise with
the SEC. Other information regarding the persons who may, under the
SEC’s rules, be deemed to be participants in the proxy solicitation
of Enterprise’s shareholders in connection with the proposed
transaction, and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus regarding the proposed transaction
and other relevant materials filed with the SEC when they become
available, which may be obtained free of charge as described in the
preceding paragraph.
Contact Info: Joseph R. Lussier, Executive Vice President, Chief
Financial Officer and Treasurer (978) 656-5578
Enterprise Bancorp (NASDAQ:EBTC)
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