Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's discussion and analysis should be read in conjunction with the Company's (also referred to herein as "Enterprise," "us," "we," or "our") consolidated financial statements and notes thereto, contained in Item 8, "Financial Statements and Supplementary Data," and the other financial and statistical information contained in this Annual Report on Form 10-K for the year ended December 31, 2024 (this “Form 10-K”).
Special Note Regarding Forward-Looking Statements
This Form 10-K contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements about the Company and its industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding the Company’s future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to the Company, are forward-looking statements. Forward-looking statements may be identified by reference to a future period or periods or by use of forward-looking terminology such as "will," "should," "could," "anticipates," "believes," "expects," "intends," "may," "plans," "pursue," "views" and similar terms or expressions. We caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:
•disruption from the proposed Merger (as defined below) of the Company with and into Independent (as defined below);
•the risk that the proposed Merger may not be completed in a timely manner or at all;
•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;
•the failure to obtain necessary shareholder or regulatory approvals for the proposed Merger with Independent;
•the ability to successfully integrate the combined business;
•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;
•the failure of the conditions to the proposed Merger with Independent to be satisfied;
•reputational risk and the reaction of the parties' customers to the proposed Merger with Independent;
•the risk of potential litigation or regulatory action related to the proposed Merger with Independent;
•potential recession in the United States and our market areas;
•the impacts related to or resulting from bank failures and any uncertainty in the banking industry as a whole, including the associated impact to the Company and other financial institutions of any regulatory changes or other mitigation efforts taken by government agencies in response thereto;
•increased competition for deposits and related changes in deposit customer behavior;
•failure of risk management controls and procedures;
•the adequacy of the allowance for credit losses;
•risk specific to commercial loans and borrowers;
•changes in the business cycle and downturns in the local, regional, or national economies, including changes in consumer spending and deterioration in the local real estate market, could negatively impact credit and/or asset quality and result in credit losses and increases in the Company's allowance for credit losses;
•the effects of declines in housing prices in the United States and our market areas;
•declines in commercial real estate prices;
•the lingering inflationary pressures, and the risk of the resurgence of elevated levels of inflation, in the U.S. and our market areas, and its impact on market interest rates, the economy and credit quality;
•increases in unemployment rates in the United States and our market areas;
•deterioration of capital markets, which could adversely affect the value or credit quality of the Company's assets and the availability of funding sources necessary to meet the Company's liquidity needs;
•changes in market interest rates, whether due to the current elevated interest rate environment or future reductions in interest rates, could negatively impact the pricing of our loans and deposits and decrease our net interest income or net interest margin;
•increases in market interest rates could negatively impact bond market values and result in a lower net book value;
•our ability to successfully manage the elevated market interest-rate environment, our credit risk and the level of future non-performing assets and charge-offs;
•potential decreases or growth of assets, deposits, future non-interest expenditures and non-interest income;
•inability to maintain adequate liquidity;
•the inability to raise the necessary capital to fund our operations or to meet minimum regulatory capital levels would restrict our business and operations;
•material decreases in the amount of deposits we hold, or a failure to grow our deposit base as necessary to help fund our growth and operations;
•our ability to keep pace with technological change or difficulties when implementing new technologies;
•technology-related risk, including technological changes and technology service interruptions or failure could adversely impact the Company's operations and increase technology-related expenditures;
•cybersecurity risk, including cyber incidents or other failures, disruptions or security 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;
•increasing competition from larger regional and out-of-state banking organizations as well as non-bank providers of various financial services could adversely affect the Company's competitive position within its market area and reduce demand for the Company's products and services;
•our ability to retain and increase our aggregate assets under management;
•our ability to enter new markets successfully and capitalize on growth opportunities, including the receipt of required regulatory approvals;
•damage to our reputation in the markets we serve;
•risks associated with fraudulent, negligent, or other acts by our customers, employees or vendors;
•exposure to legal claims and litigation;
•our ability to maintain an effective system of disclosure controls and procedures and internal control over financial reporting;
•inability to attract, hire and retain qualified personnel;
•recent and future changes in laws and regulations that apply to the Company's business and operations, and any additional regulations, or repeals that may be forthcoming as a result thereof, which could cause the Company to incur additional costs and adversely affect the Company's business environment, operations and financial results;
•future regulatory compliance costs, including any increase caused by new regulations imposed by the government;
•our ability to navigate the uncertain impacts of quantitative tightening and current and future governmental monetary and fiscal policies, including the current and future policies of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board");
•uncertainty regarding United States fiscal debt and budget matters;
•severe weather, natural disasters, acts of war or terrorism, geopolitical instability or other external events;
•the impact 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;
•our ability to comply with supervisory actions by federal and state banking agencies;
•changes in the scope and cost of FDIC insurance and other coverage;
•changes in accounting and/or auditing standards, policies and practices, as may be adopted or established by the regulatory agencies, FASB, or the Public Company Accounting Oversight Board could negatively impact the Company's financial results; and
•systemic risks associated with the soundness of other financial institutions.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Form 10-K, including those discussed in Item 1A, "Risk Factors," of this Form 10-K. The Company cautions readers that the forward-looking statements in this Form 10-K reflect numerous assumptions that management believes to be reasonable, but which are inherently uncertain and beyond the Company's control. Forward-looking statements involve a number of risks and uncertainties that could cause the Company's actual results to differ materially from those expressed in, or implied by, the forward-looking statement. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and readers should not place undue reliance on such forward-looking information and statements. Any forward-looking statements in this Form 10-K are based on information available to the Company as of the date of this Form 10-K, and the Company undertakes no obligation to publicly update or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Overview
Executive Summary
On December 9, 2024, Enterprise and Enterprise Bank announced the signing of an Agreement and Plan of Merger (the "Merger Agreement") with Independent Bank Corp. ("Independent"), pursuant to which Enterprise will merge with and into Independent (the "Merger") and Enterprise Bank will merge into Independent's wholly owned subsidiary, Rockland Trust Company. 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 shareholders is required.
Key financial results at or for the twelve months ended December 31, 2024 are as follows:
•Net income amounted to $38.7 million, or $3.12 per diluted common share.
•Return on average assets and average equity were 0.82% and 11.27%, respectively.
•Net interest margin (non-GAAP) was 3.23%.
•Total loans increased 12% compared to December 31, 2023.
•Total deposits increased 5% compared to December 31, 2023.
•Wealth assets under management and administration amounted to $1.54 billion and increased 16% compared to December 31, 2023.
Net income for the year ended December 31, 2024, amounted to $38.7 million, or $3.12 per diluted common share, compared to $38.1 million, or $3.11 per diluted common share, for the year ended December 31, 2023. The increase in net income of $675 thousand, for the year ended December 31, 2024, was due primarily to a decrease in the provision for credit losses of $7.3 million and an increase in non-interest income of $5.3 million, partially offset by a decrease in net interest income of $5.2 million and an increase non-interest expense of $6.9 million.
The comparison of net income for the years ended December 31, 2024 and 2023 was also impacted by multiple non-core operating transactions including merger-related expenses of $1.1 million in 2024, which decreased net income, as well as net losses on sales of debt securities of $2.4 million and ERCs of $3.6 million (recognized as a reduction to salaries and employee benefits expense) in 2023, which caused a net increase on net income.
Total assets amounted to $4.83 billion at December 31, 2024, compared to $4.47 billion at December 31, 2023. Investment securities at fair value decreased $74.6 million, or 11%, during the year ended December 31, 2024, due primarily principal pay-downs, calls and maturities. Total loans increased $415.3 million, or 12%, versus a year ago, with growth primarily in commercial real estate and commercial construction loans.
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. The non-performing loans to total loans ratio normalized during the year and amounted to 0.67%, compared to 0.32% at December 31, 2023. The increase resulted primarily from two individually evaluated commercial construction loans which were placed on non-accrual during the year. The ACL for loans to total loans ratio was 1.59% at December 31, 2024, compared to 1.65% at December 31, 2023. The decrease in the ACL for loans to total loans ratio was due primarily to a decrease in general reserve factors in our ACL model, partially offset by an increase in reserves on individually evaluated loans.
Customer deposits amounted to $4.19 billion, an increase of $210.2 million, or 5%, due primarily to increases in money market and certificate of deposit balances of $51.5 million and $164.1 million, respectively. Lower cost checking and savings accounts comprised 49% of total deposits at December 31, 2024, compared to 52% at December 31, 2023, as customers shifted funds into higher yielding products during the year.
Shareholders’ equity increased $31.6 million, or 10%, due primarily to an increase in retained earnings of $26.9 million, which included shareholder dividends of $10.3 million, net of reinvestment.
Selected Financial Data and Ratios
The following table sets forth selected financial data and ratios for the Company at or for the years ended as indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | At or for the year ended December 31, | | |
(Dollars in thousands, except per share data) | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | |
Balance Sheet Data | | | | | | | | | | | | |
Total cash and cash equivalents | | $ | 83,841 | | $ | 56,592 | | $ | 267,589 | | $ | 436,576 | | $ | 253,782 | | |
Total investment securities at fair value | | 593,595 | | 668,171 | | 820,371 | | 958,215 | | 583,049 | | |
| | | | | | | | | | | | |
Total loans | | 3,982,898 | | 3,567,631 | | 3,180,518 | | 2,920,684 | | 3,073,860 | | |
Allowance for credit losses | | (63,498) | | (58,995) | | (52,640) | | (47,704) | | (44,565) | | |
Total assets | | 4,827,726 | | 4,466,034 | | 4,438,333 | | 4,447,819 | | 4,014,324 | | |
Total deposits | | 4,187,698 | | 3,977,521 | | 4,035,806 | | 3,980,239 | | 3,551,263 | | |
Subordinated debt | | 59,815 | | 59,498 | | 59,182 | | 58,979 | | 73,744 | | |
Total shareholders' equity | | 360,748 | | 329,117 | | 282,267 | | 346,895 | | 334,426 | | |
Total liabilities and shareholders' equity | | 4,827,726 | | 4,466,034 | | 4,438,333 | | 4,447,819 | | 4,014,324 | | |
| | | | | | | | | | | | |
Wealth Management | | | | | | | | | | | | |
Wealth assets under management(1) | | $ | 1,230,014 | | $ | 1,077,761 | | $ | 891,451 | | $ | 1,041,409 | | $ | 976,502 | | |
Wealth assets under administration(1) | | $ | 305,930 | | $ | 242,338 | | $ | 198,586 | | $ | 257,867 | | $ | 210,900 | | |
| | | | | | | | | | | | |
Shareholders' Equity Ratios | | | | | | | | | | | | |
Book value per common share | | $ | 28.98 | | $ | 26.82 | | $ | 23.26 | | $ | 28.82 | | $ | 28.01 | | |
Dividends paid per common share | | $ | 0.96 | | $ | 0.92 | | $ | 0.82 | | $ | 0.74 | | $ | 0.70 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Regulatory Capital Ratios | | | | | | | | | | | | |
Total capital to risk-weighted assets | | 13.06 | % | | 13.12 | % | | 13.49 | % | | 13.73 | % | | 14.62 | % | | |
Tier 1 capital to risk-weighted assets(2) | | 10.38 | % | | 10.34 | % | | 10.56 | % | | 10.62 | % | | 10.77 | % | | |
Tier 1 capital to average assets | | 8.94 | % | | 8.74 | % | | 8.10 | % | | 7.56 | % | | 7.52 | % | | |
| | | | | | | | | | | | |
Credit Quality Data | | | | | | | | | | | | |
Non-performing loans | | $ | 26,687 | | $ | 11,414 | | $ | 6,122 | | $ | 26,522 | | $ | 38,050 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Non-performing loans to total loans | | 0.67 | % | | 0.32 | % | | 0.19 | % | | 0.91 | % | | 1.24 | % | | |
Non-performing assets to total assets | | 0.55 | % | | 0.26 | % | | 0.14 | % | | 0.60 | % | | 0.95 | % | | |
ACL for loans to total loans | | 1.59 | % | | 1.65 | % | | 1.66 | % | | 1.63 | % | | 1.45 | % | | |
Net charge-offs | | $ | 206 | | $ | 105 | | $ | 239 | | $ | 3,964 | | $ | 1,548 | | |
| | | | | | | | | | | | |
Income Statement Data | | | | | | | | | | | | |
Net interest income | | $ | 147,864 | | $ | 153,084 | | $ | 151,798 | | $ | 141,556 | | $ | 130,134 | | |
Provision for credit losses | | 1,985 | | 9,249 | | 5,800 | | 1,770 | | 12,499 | | |
Total non-interest income | | 22,879 | | 17,609 | | 18,462 | | 18,107 | | 17,247 | | |
Total non-interest expense | | 117,132 | | 110,199 | | 108,314 | | 102,135 | | 93,254 | | |
Income before income taxes | | 51,626 | | 51,245 | | 56,146 | | 55,758 | | 41,628 | | |
Provision for income taxes | | 12,893 | | 13,187 | | 13,430 | | 13,587 | | 10,172 | | |
Net income | | $ | 38,733 | | $ | 38,058 | | $ | 42,716 | | $ | 42,171 | | $ | 31,456 | | |
| | | | | | | | | | | | |
Income Statement Ratios | | | | | | | | | | | | |
| | | | | | | | | | | | |
Diluted earnings per common share | | $ | 3.12 | | $ | 3.11 | | $ | 3.52 | | $ | 3.50 | | $ | 2.64 | | |
Return on average total assets | | 0.82 | % | | 0.85 | % | | 0.96 | % | | 0.98 | % | | 0.82 | % | | |
Return on average shareholders' equity | | 11.27 | % | | 12.48 | % | | 14.47 | % | | 12.49 | % | | 9.95 | % | | |
Net interest margin (tax-equivalent)(3) | | 3.23 | % | | 3.51 | % | | 3.54 | % | | 3.44 | % | | 3.59 | % | | |
____________________________________________________________________________(1)Wealth assets under management and wealth assets under administration are not carried as assets on the Company’s Consolidated Balance Sheet.
(2)Ratio also represents common equity tier 1 capital to risk-weighted assets as of the periods presented.
(3)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.
Results of Operations
COMPARISON OF YEARS ENDED DECEMBER 31, 2024 AND 2023
Unless otherwise indicated, the reported results are for the year ended December 31, 2024, with the "prior year" referring to the year ended December 31, 2023. Average yields are presented on a tax-equivalent basis.
Net Income
Net income for the year ended December 31, 2024, amounted to $38.7 million, an increase of $675 thousand, or 2%, compared to the year ended December 31, 2023. The components of the increase in net income compared to the prior year are discussed below.
Net Interest Income
Net interest income for the year ended December 31, 2024, amounted to $147.9 million, a decrease of $5.2 million, or 3%, compared to the year ended December 31, 2023.
The decrease in net interest income during the current period was due to the following items:
•An increase in deposit interest expense of $32.1 million;
•An increase in borrowings interest expense of $2.3 million;
•A decrease in interest and dividend income on investments of $2.9 million, and
•A decrease in income on other interest-earning assets of $3.7 million;
•Partially offset by an increase in loan interest income of $35.8 million.
Net Interest Margin
Net interest margin was 3.23% for the year ended December 31, 2024, compared to 3.51% for the year ended December 31, 2023.
Net interest margin compared to the prior year was impacted by the following factors:
•Average other interest-earning assets decreased $81.8 million, or 42%, while the yield increased 33 basis points.
•Average debt securities decreased $132.2 million, or 15%, and the tax-equivalent yield decreased 3 basis points.
•Average loan balances increased $432.6 million, or 13%, and the tax-equivalent yield increased 36 basis points.
•Average total deposits increased $136.8 million, or 3%, and the yield increased 74 basis points.
•Average borrowed funds increased $51.2 million, and the yield increased 208 basis points.
The decrease in net interest margin for the year ended December 31, 2024, compared to December 31, 2023, was due primarily to an increase in deposit interest expense, partially offset by an increase in loan interest income. The increase in deposit interest expense during the period was attributed primarily to higher market rates on deposits and growth in certificates of deposit balances, while the increase in loan interest income during the period was due primarily to loan growth and higher loan yields. The decrease in net interest margin was also impacted by a decrease in interest-earning deposits with banks and an increase in borrowed funds, both of which were used to fund the Company's 12% loan growth in 2024.
Interest rate risk is reviewed in detail under the heading Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of this Form 10-K, below.
Rate/Volume Analysis
The following table sets forth, on a tax-equivalent basis, 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 for the period indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to: (i) volume (change in average portfolio balance multiplied by prior year average rate); and (ii) interest rate (change in average interest rate multiplied by prior year average balance). Changes attributable to the combined impact of volume and rate have been allocated proportionately based on absolute value to the changes due to volume and the changes due to rate.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, | | | | | | | | | |
| | 2024 vs 2023 | |
| | | | Increase (decrease) due to | | | |
(Dollars in thousands) | | Net Change | | Volume | | Rate | | | | | | | | | |
Interest income | | | | | | | | | | | | | | | |
Other interest-earning assets(1) | | $ | (3,744) | | | $ | (4,358) | | | $ | 614 | | | | | | | | | | |
Investment securities (tax-equivalent) | | (3,134) | | | (2,877) | | | (257) | | | | | | | | | | |
Loans and loans held for sale (tax-equivalent) | | 35,878 | | | 23,559 | | | 12,319 | | | | | | | | | | |
Total interest-earning assets (tax-equivalent) | | 29,000 | | | 16,324 | | | 12,676 | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Interest expense | | | | | | | | | | | | | | | |
Interest checking, savings, and money market | | 17,526 | | | 1,119 | | | 16,407 | | | | | | | | | | |
CDs | | 14,598 | | | 8,106 | | | 6,492 | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Borrowed funds | | 2,313 | | | 2,116 | | | 197 | | | | | | | | | | |
Subordinated debt | | — | | | 18 | | | (18) | | | | | | | | | | |
Total interest-bearing liabilities | | 34,437 | | | 11,359 | | | 23,078 | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Change in net interest income (tax-equivalent) | | $ | (5,437) | | | $ | 4,965 | | | $ | (10,402) | | | | | | | | | | |
_________________________________________
(1) Income on other interest-earning assets includes interest on deposits, and fed funds sold, and dividends on FHLB stock.
The table below presents the Company's average balance sheet, net interest income and average rates for the years ended December 31, 2024, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Average Balances, Interest and Average Yields |
| | Year ended December 31, 2024 | | Year ended December 31, 2023 | | Year ended December 31, 2022 |
(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) | | $ | 115,171 | | | $ | 6,199 | | | 5.38 | % | | $ | 196,931 | | | $ | 9,943 | | | 5.05 | % | | $ | 333,433 | | | $ | 6,014 | | | 1.80 | % |
Investment securities(3) (tax-equivalent) | | 737,633 | | | 16,144 | | | 2.19 | % | | 868,137 | | | 19,278 | | | 2.22 | % | | 955,927 | | | 19,891 | | | 2.08 | % |
Loans and loans held for sale(4) (tax-equivalent) | | 3,761,015 | | | 208,955 | | | 5.56 | % | | 3,328,387 | | | 173,077 | | | 5.20 | % | | 3,034,608 | | | 136,381 | | | 4.49 | % |
Total interest-earning assets (tax-equivalent) | | 4,613,819 | | | 231,298 | | | 5.01 | % | | 4,393,455 | | | 202,298 | | | 4.60 | % | | 4,323,968 | | | 162,286 | | | 3.75 | % |
Other assets | | 98,585 | | | | | | | 84,914 | | | | | | | 110,238 | | | | | |
Total assets | | $ | 4,712,404 | | | | | | | $ | 4,478,369 | | | | | | | $ | 4,434,206 | | | | | |
| | | | | | | | | | | | | | | | | | |
Liabilities and shareholders' equity: | | | | | | | | | | | | | | | | | | |
Non-interest checking | | $ | 1,070,290 | | | $ | — | | | | | $ | 1,224,101 | | | $ | — | | | | | $ | 1,412,694 | | | $ | — | | | |
Interest checking, savings and money market | | 2,498,798 | | | 48,482 | | | 1.94 | % | | 2,413,939 | | | 30,956 | | | 1.28 | % | | 2,391,698 | | | 4,091 | | | 0.17 | % |
CDs | | 621,576 | | | 28,031 | | | 4.51 | % | | 415,840 | | | 13,433 | | | 3.23 | % | | 221,050 | | | 1,620 | | | 0.73 | % |
| | | | | | | | | | | | | | | | | | |
Total deposits | | 4,190,664 | | | 76,513 | |
| 1.83 | % | | 4,053,880 | | | 44,389 | | | 1.09 | % | | 4,025,442 | | | 5,711 | | | 0.14 | % |
Borrowed funds | | 56,259 | | | 2,426 | | | 4.31 | % | | 5,090 | | | 113 | | | 2.23 | % | | 3,286 | | | 52 | | | 1.58 | % |
Subordinated debt(5) | | 59,649 | | | 3,467 | | | 5.81 | % | | 59,333 | | | 3,467 | | | 5.84 | % | | 59,050 | | | 3,352 | | | 5.68 | % |
Total funding liabilities | | 4,306,572 | | | 82,406 | | | 1.91 | % | | 4,118,303 | | | 47,969 | | | 1.16 | % | | 4,087,778 | | | 9,115 | | | 0.22 | % |
Other liabilities | | 62,258 | | | | | | | 55,163 | | | | | | | 51,274 | | | | | |
Total liabilities | | 4,368,830 | | | | | | | 4,173,466 | | | | | | | 4,139,052 | | | | | |
Shareholders' equity | | 343,574 | | | | | | | 304,903 | | | | | | | 295,154 | | | | | |
Total liabilities and shareholders' equity | | $ | 4,712,404 | | | | | | | $ | 4,478,369 | | | | | | | $ | 4,434,206 | | | | | |
| | | | | | | | | | | | | | | | | | |
Net interest-rate spread (tax-equivalent) | | | | | | 3.10 | % | | | | | | 3.44 | % | | | | | | 3.53 | % |
Net interest income (tax-equivalent) | | | | 148,892 | | | | | | | 154,329 | | | | | | | 153,171 | | | |
Net interest margin (tax-equivalent) | | | | | | 3.23 | % | | | | | | 3.51 | % | | | | | | 3.54 | % |
Less tax-equivalent adjustment | | | | 1,028 | | | | | | | 1,245 | | | | | | | 1,373 | | | |
Net interest income | | | | $ | 147,864 | | | | | | | $ | 153,084 | | | | | | | $ | 151,798 | | | |
Net interest margin | | | | | | 3.20 | % | | | | | | 3.48 | % | | | | | | 3.51 | % |
_________________________________________
(1)Average yields and interest income are presented on a tax-equivalent basis, calculated using a U.S. federal corporate income tax rate of 21% in the years ended 2024, 2023 and 2022, based on tax-equivalent adjustments associated with tax-exempt loans and investments interest income.
(2)Average other interest-earning assets includes interest-earning deposits with banks, fed funds sold, and FHLB stock.
(3)Average investments 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)The subordinated debt is net of average deferred debt issuance costs.
Provision for Credit Losses
The provision for credit losses for each of the years ended December 31, 2024 and December 31, 2023 are presented below:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended | | Increase / (Decrease) | | |
(Dollars in thousands) | | December 31, 2024 | | December 31, 2023 | | | | |
Provision for credit losses on loans - collectively evaluated | | $ | 1,463 | | | $ | 4,184 | | | $ | (2,721) | | | | | |
Provision for credit losses on loans - individually evaluated | | 3,246 | | | 2,276 | | | 970 | | | | | |
Provision for credit losses on loans | | 4,709 | | | 6,460 | | | (1,751) | | | | | |
| | | | | | | | | | |
Provision for unfunded commitments | | (2,724) | | | 2,789 | | | (5,513) | | | | | |
| | | | | | | | | | |
Provision for credit losses | | $ | 1,985 | | | $ | 9,249 | | | $ | (7,264) | | | | | |
The primary components of the provision for credit losses during the year ended December 31, 2024, compared to December 31, 2023, were as follows:
•Provision expense on loans collectively evaluated of $1.5 million, a decrease of $2.7 million, due primarily to the impact of an improved economic forecast in our ACL model, partially offset by growth in commercial real estate and commercial construction loans;
•Provision expense on loans individually evaluated of $3.2 million, an increase of $1.0 million, due primarily to the addition of two individually evaluated commercial relationships with cumulative reserves of $3.6 million at December 31, 2024, partially offset by;
•A negative provision for unfunded commitments of $2.7 million due to a decrease in off-balance sheet commitments that required a reserve and, to a lesser extent, the impact of reduced general reserve factors in our ACL model.
At December 31, 2024, the ACL for loans to total loans ratio was 1.59% compared to 1.65% at December 31, 2023.
The provision for credit losses is a significant factor in the Company's operating results. For further discussion regarding the provision for credit losses and management's assessment of the adequacy of the ACL for loans see "Credit Risk," and "ACL for Loans" included in the section titled "Financial Condition," contained in this Item 7 of this Form 10-K above, for further information regarding the provision for credit losses.
Non-Interest Income
Non-interest income for the year ended December 31, 2024, amounted to $22.9 million, an increase of $5.3 million, or 30%, compared to the prior year.
The following table sets forth the components of non-interest income and the related changes for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
(Dollars in thousands) | | 2024 | | 2023 | | Change | | % Change |
Wealth management fees | | $ | 7,888 | | | $ | 6,730 | | | $ | 1,158 | | | 17 | % |
Deposit and interchange fees | | 8,875 | | | 8,475 | | | 400 | | | 5 | % |
Income on bank-owned life insurance, net | | 2,001 | | | 1,264 | | | 737 | | | 58 | % |
Net losses on sales of debt securities | | (2) | | | (2,419) | | | 2,417 | | | (100) | % |
Net gains on sales of loans | | 156 | | | 34 | | | 122 | | | 359 | % |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Gains on equity securities | | 1,140 | | | 666 | | | 474 | | | 71 | % |
Other income | | 2,821 | | | 2,859 | | | (38) | | | (1) | % |
Total non-interest income | | $ | 22,879 | | | $ | 17,609 | | | $ | 5,270 | | | 30 | % |
The primary components of the increase in non-interest income during the year ended December 31, 2024, were as follows:
•Net losses on sales of debt securities of $2 thousand and gains on equity securities of $1.1 million while non-interest income in the prior year included net losses on sales of debt securities of $2.4 million and gains on equity securities of
$666 thousand.
•Excluding these items, non-interest income for the year ended December 31, 2024 increased $2.4 million, or 12%, compared to the year ended December 31, 2023, due primarily to increases in wealth management fees of $1.2 million and income on bank-owned life insurance of $737 thousand. The increase in wealth management fees was due primarily to an increase in assets under management and administration during the year ended December 31, 2024 resulting from growth in new assets and market value appreciation. The increase in income on bank-owned life insurance was driven by higher credit rates from our existing insurance providers and from an exchange near the end of 2023 to a higher yielding insurance provider.
Non-Interest Expense
Non-interest expense for the year ended December 31, 2024, amounted to $117.1 million, an increase of $6.9 million, or 6%, compared to the prior year.
The following table sets forth the components of non-interest expense and the related changes for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
(Dollars in thousands) | | 2024 | | 2023 | | Change | | % Change |
Salaries and employee benefits | | $ | 78,224 | | | $ | 72,283 | | | $ | 5,941 | | | 8 | % |
Occupancy and equipment expenses | | 9,667 | | | 9,722 | | | (55) | | | (1) | % |
Technology and telecommunications expenses | | 10,708 | | | 10,656 | | | 52 | | | — | % |
Advertising and public relations expenses | | 2,585 | | | 2,786 | | | (201) | | | (7) | % |
Audit, legal and other professional fees | | 2,474 | | | 2,945 | | | (471) | | | (16) | % |
Deposit insurance premiums | | 3,571 | | | 2,712 | | | 859 | | | 32 | % |
Supplies and postage expenses | | 980 | | | 998 | | | (18) | | | (2) | % |
Merger-related expenses | | 1,137 | | | — | | | 1,137 | | | 100 | % |
Other operating expenses | | 7,786 | | | 8,097 | | | (311) | | | (4) | % |
Total non-interest expense | | $ | 117,132 | | | $ | 110,199 | | | $ | 6,933 | | | 6 | % |
The primary components of the increase in non-interest expense during the year ended December 31, 2024, are as follows:
•Non-interest expense in the prior year was impacted by the receipt of $3.6 million in ERCs, which the Company recognized as a reduction to salaries and employee benefits expense. Excluding this item, non-interest expense for the year ended December 31, 2024, increased $3.3 million, or 3%.
•Salaries and employee benefits expenses amounted to $78.2 million for the year ended December 31, 2024, an increase of $2.3 million, or 3%, excluding ERCs, due primarily to annual merit increases.
•Deposit insurance premiums increased $859 thousand, or 32%, due primarily to loan growth.
•Merger-related expenses increased $1.1 million due to the costs incurred related to the proposed Merger with Independent.
Income Tax Expense
The effective tax rate was 25.0% and 25.7% for the years ended December 31, 2024 and 2023, respectively.
Results of Operations Comparison of Years Ended December 31, 2023 and 2022
Financial Condition
Total assets amounted to $4.83 billion at December 31, 2024, compared to $4.47 billion at December 31, 2023, an increase of $361.7 million, or 8%. The balance sheet composition and changes compared to December 31, 2023, are discussed below.
Cash and cash equivalents
Cash and cash equivalents may be comprised of cash on hand and cash items due from other banks, interest-earning deposits with banks (deposit accounts, excess reserve cash balances, money markets, and money market mutual funds accounts), and short-term treasury securities.
Cash and cash equivalents amounted to $83.8 million at December 31, 2024, compared to $56.6 million at December 31, 2023, an increase of $27.2 million, or 48%. As of December 31, 2024, cash and cash equivalents represented 2% of total assets compared to 1% of total assets at December 31, 2023.
Investments
At December 31, 2024, the fair value of the investment portfolio amounted to $593.6 million, a decrease of $74.6 million, or 11%, since December 31, 2023. As of December 31, 2024, the investment portfolio represented 12% of total assets, compared to 15% of total assets at December 31, 2023, and was comprised primarily of debt securities, classified as available-for-sale, with a small portion of the portfolio invested in equity securities at each period. The decrease over the respective periods was attributable to sales of debt securities as well as principal pay-downs, calls and maturities.
During the year ended December 31, 2024, the Company had no purchases of debt securities. Principal pay-downs, calls and maturities amounted to $77.3 million and the Company sold debt securities with an amortized cost of $214 thousand realizing net losses on these sales of $2 thousand.
During the year ended December 31, 2023, the Company had no purchases of debt securities. Principal pay-downs, calls and maturities amounted to $88.2 million and sold debt securities with an amortized cost of $87.2 million realizing net losses on these sales of $2.4 million. Sales of debt securities during the year ended December 31, 2023 was made in order to improve the Company's balance sheet positioning and enhance future earnings.
Net unrealized losses on the debt securities portfolio amounted to $101.8 million at December 31, 2024, compared to $102.9 million at December 31, 2023. Management has concluded that the unrealized losses resulted from significant increases in market interest rates relative to the book yield on the securities held and that no allowance for credit losses was considered necessary as of December 31, 2024.
Debt Securities
The following table summarizes the fair value of debt securities at the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, |
| | 2024 | | 2023 | | 2022 |
(Dollars in thousands) | | Amount | | Percent | | Amount | | Percent | | Amount | | Percent |
Federal agency obligations | | $ | — | | | — | % | | $ | 4,978 | | | 1 | % | | $ | 4,977 | | | 1 | % |
U.S. Treasury securities | | 6,232 | | | 1 | % | | 15,925 | | | 2 | % | | 43,251 | | | 5 | % |
Federal agency CMO | | 284,187 | | | 49 | % | | 334,751 | | | 50 | % | | 406,982 | | | 50 | % |
Federal agency MBS | | 17,192 | | | 3 | % | | 18,812 | | | 3 | % | | 21,021 | | | 3 | % |
Taxable municipal securities | | 228,221 | | | 39 | % | | 226,977 | | | 34 | % | | 239,277 | | | 29 | % |
Tax-exempt municipal securities | | 35,979 | | | 6 | % | | 45,419 | | | 7 | % | | 83,653 | | | 10 | % |
Corporate bonds | | 3,419 | | | 1 | % | | 3,966 | | | 1 | % | | 6,294 | | | 1 | % |
Subordinated corporate bonds | | 8,700 | | | 1 | % | | 10,285 | | | 2 | % | | 10,647 | | | 1 | % |
| | | | | | | | | | | | |
Total debt securities | | $ | 583,930 | | | 100 | % | | $ | 661,113 | | | 100 | % | | $ | 816,102 | | | 100 | % |
Management continuously monitors and evaluates the debt securities portfolio to identify and assess risks within the portfolio, including, but not limited to, the impact of the current market interest-rate environment, prepayment risk, and credit quality.
The mix of debt securities at December 31, 2024, compared to December 31, 2023, remained relatively unchanged. At December 31, 2024, the Company's debt securities portfolio consisted of 53% in U.S. government or U.S. federal agency bonds and 45% in taxable and tax-exempt municipal bonds. The effective duration of debt securities portfolio at December 31, 2024 was approximately 5.0 years compared to 5.1 years at December 31, 2023.
The contractual maturity distribution as of December 31, 2024, of the debt securities portfolio with the weighted average tax-equivalent yield for each category is set forth below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Under 1 Year | | >1 – 5 Years | | >5 – 10 Years | | Over 10 Years |
(Dollars in thousands) | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield |
At amortized cost: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
U.S. Treasury securities | | $ | — | | | — | % | | $ | 6,998 | | | 1.01 | % | | $ | — | | | — | % | | $ | — | | | — | % |
Federal agency CMO | | 7,745 | | | 2.77 | % | | 715 | | | 2.57 | % | | 4,968 | | | 1.60 | % | | 334,073 | | | 1.85 | % |
Federal agency MBS | | — | | | — | % | | 5,700 | | | 2.72 | % | | 306 | | | 2.69 | % | | 14,192 | | | 2.12 | % |
Taxable municipal securities | | 660 | | | 2.79 | % | | 71,350 | | | 2.56 | % | | 187,127 | | | 2.16 | % | | 2,000 | | | 2.57 | % |
Tax-exempt municipal securities | | 4,481 | | | 3.23 | % | | 16,979 | | | 3.36 | % | | 13,862 | | | 3.49 | % | | 1,137 | | | 2.96 | % |
Corporate bonds | | 900 | | | 3.51 | % | | 2,573 | | | 3.68 | % | | — | | | — | % | | — | | | — | % |
Subordinated corporate bonds | | — | | | — | % | | — | | | — | % | | 10,000 | | | 3.73 | % | | — | | | — | % |
| | | | | | | | | | | | | | | | |
Total debt securities | | $ | 13,786 | | | 2.97 | % | | $ | 104,315 | | | 2.62 | % | | $ | 216,263 | | | 2.31 | % | | $ | 351,402 | | | 1.87 | % |
| | | | | | | | | | | | | | | | |
Total debt securities at fair value | | $ | 13,684 | | | | | $ | 98,143 | | | | | $ | 186,185 | | | | | $ | 285,918 | | | |
Scheduled contractual maturities shown above may not reflect the actual maturities of the investments. The actual MBS/CMO cash flows likely will be faster than presented above due to prepayments and amortization. Similarly, included in the table above are callable securities, comprised of municipal securities and corporate bonds, with a fair value of $128.4 million, which can be redeemed by the issuer prior to the maturity presented above. Management considers these factors when evaluating the interest-rate risk in the Company's asset-liability management program.
Loans
This discussion should be read in conjunction with the material presented in Item 1, "Business," under the heading "Lending Products" of this Form 10-K, above.
At December 31, 2024, total loans amounted to $3.98 billion, an increase of $415.3 million, or 12%, since December 31, 2023. As of December 31, 2024, total loans represented 83% of total assets, compared to 80% of total assets at December 31, 2023.
The following table sets forth the loan balances by certain loan categories at the dates indicated and the percentage of each category to total loans:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, |
| | 2024 | | 2023 | | 2022 | | | | |
(Dollars in thousands) | | Amount | | Percent | | Amount | | Percent | | Amount | | Percent | | | | | | | | |
Commercial real estate owner occupied | | $ | 704,634 | | | 18 | % | | $ | 619,302 | | | 17 | % | | $ | 587,908 | | | 19 | % | | | | | | | | |
Commercial real estate non-owner occupied | | 1,563,201 | | | 39 | % | | 1,445,435 | | | 41 | % | | 1,333,502 | | | 42 | % | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Commercial and industrial | | 479,821 | | | 12 | % | | 430,749 | | | 12 | % | | 414,490 | | | 13 | % | | | | | | | | |
Commercial construction | | 679,969 | | | 17 | % | | 585,113 | | | 16 | % | | 424,049 | | | 13 | % | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total commercial loans | | 3,427,625 | | | 86 | % | | 3,080,599 | | | 86 | % | | 2,759,949 | | | 87 | % | | | | | | | | |
Residential mortgages | | 443,096 | | | 11 | % | | 393,142 | | | 11 | % | | 332,632 | | | 10 | % | | | | | | | | |
Home equity | | 103,858 | | | 3 | % | | 85,375 | | | 3 | % | | 79,807 | | | 3 | % | | | | | | | | |
Consumer | | 8,319 | | | — | % | | 8,515 | | | — | % | | 8,130 | | | — | % | | | | | | | | |
Total retail loans | | 555,273 | | | 14 | % | | 487,032 | | | 14 | % | | 420,569 | | | 13 | % | | | | | | | | |
Total loans | | 3,982,898 | | | 100 | % | | 3,567,631 | | | 100 | % | | 3,180,518 | | | 100 | % | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Allowance for credit losses | | (63,498) | | | | | (58,995) | | | | | (52,640) | | | | | | | | | | | |
Net loans | | $ | 3,919,400 | | | | | $ | 3,508,636 | | | | | $ | 3,127,878 | | | | | | | | | | | |
At or for the year ended December 31, 2024:
•Non-investor commercial loans, consisting of owner-occupied commercial real estate and commercial and industrial loans, increased $134.4 million, or 13%.
•Commercial real estate non owner-occupied loans increased $117.8 million, or 8%.
•The composition of owner and non owner-occupied commercial real estate loans has remained relatively consistent compared to December 31, 2023. Commercial real estate loans collectively make up 57% of the total loan portfolio and were comprised of approximately 31% in owner-occupied loans and 69% in non owner-occupied loans. Growth since the prior period was primarily from continued customer demand and business development efforts.
◦Non owner-occupied commercial real estate loans were comprised of approximately 28% multi-family, 16% 1-4 family, 12% retail, and 11% office. All other categories fell below 10% of total non owner-occupied commercial real estate loans.
◦Non owner-occupied commercial real estate loans secured by office buildings amounted to 4% of total loans which were located mainly in suburban areas and were modest in physical size.
◦Non owner-occupied commercial real estate loans secured by retail amounted to 5% of total loans and consisted primarily of local strip-mall plazas and not large shopping centers or mall complexes.
•Commercial construction loans increased $94.9 million, or 16%, due to continued growth driven primarily by residential development projects to meet the strong demand for housing in our market area, partially offset by pay downs, payoffs, and transfers of construction loans to the permanent commercial real estate segments.
•The composition of the commercial construction segment has remained relatively consistent compared to December 31, 2023.
◦Commercial construction loans were comprised of approximately 27% multi-family, 22% residential condominiums, 12% single residential lots and 11% land approved for development. All other collateral categories each fell below 10% of total commercial construction loans.
•Total retail loans increased $68.2 million, or 14%, since December 31, 2023. The increase resulted from higher origination volume. Residential secured one-to-four family mortgage loans continue to make up the largest portion of the retail segment.
At December 31, 2024, commercial loan balances participated out to various banks amounted to $77.4 million, compared to $69.8 million at December 31, 2023. These balances participated out to other institutions are not carried as assets on the Company's financial statements. Commercial loans originated by other banks in which the Company is a participating institution are carried at the pro-rata share of ownership and amounted to $163.7 million, or 4.1% of total loans, and $126.6 million, or 3.5% of total loans, at December 31, 2024 and 2023, respectively.
See also Note 3, "Loans," to the Company's consolidated financial statements, contained in Item 8 of this Form 10-K, below, for information on related party loans, loans serviced for others and loans pledged as collateral.
The following table sets forth the scheduled maturities of commercial real estate, commercial and industrial and commercial construction loans in the Company's portfolio at December 31, 2024. The table also sets forth the dollar amount of loans which are scheduled to mature after one year which have fixed or adjustable rates.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | Commercial Real Estate Owner-Occupied | | Commercial Real Estate Non Owner-Occupied | | Commercial & Industrial | | Commercial Construction | | |
Amounts due(1): | | | | | | | | | | |
One year or less, and demand notes | | $ | 18,469 | | | $ | 64,731 | | | $ | 194,040 | | | $ | 308,004 | | | |
After one year through five years | | 149,895 | | | 367,187 | | | 144,348 | | | 152,345 | | | |
After five years through fifteen years | | 379,634 | | | 804,378 | | | 126,593 | | | 118,745 | | | |
Beyond fifteen years | | 157,655 | | | 325,886 | | | 14,840 | | | 100,875 | | | |
| | $ | 705,653 | | | $ | 1,562,182 | | | $ | 479,821 | | | $ | 679,969 | | | |
| | | | | | | | | | |
Interest rate terms on amounts due after one year: | | | | | | | | | | |
Fixed | | $ | 80,086 | | | $ | 144,817 | | | $ | 126,048 | | | $ | 62,546 | | | |
Adjustable(2) | | $ | 607,098 | | | $ | 1,352,634 | | | $ | 159,733 | | | $ | 309,419 | | | |
____________________________________________
(1) Scheduled contractual maturities may not reflect the actual maturities of loans. The average maturity of loans may be shorter than their contractual terms principally due to prepayments and demand features.
(2) Adjustable-rate loans may have fixed initial periods before periodic rate adjustments begin.
Credit Risk
Non-performing assets are comprised of non-accrual loans (loans contractually past due, with respect to interest or principal, by 90 days, or where reasonable doubt exists as to the full and timely collection of interest or principal), and OREO. The designation of a loan or other asset as non-performing does not necessarily indicate that loan principal and interest will ultimately be uncollectible. However, management recognizes the greater risk characteristics of these assets and therefore considers the potential risk of loss on assets included in this category in evaluating the adequacy of the allowance for credit losses. The level of delinquent and non-performing assets is largely a function of economic conditions and the overall banking environment and the individual business circumstances of borrowers. Despite prudent loan underwriting, adverse changes within the Company's market area, or deterioration in local, regional, or national economic conditions, could negatively impact the Company's level of non-performing assets in the future.
See item (h) "Loans" contained in Note 1, "Summary of Significant Accounting Policies" of this Form 10-K, for additional information on the Company's loan accounting policies and Credit Risk monitoring.
The following table sets forth information regarding the Company's loan portfolio asset quality as of the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 | | | | |
Non-performing loan summary: | | | | | | | | | | |
Commercial real estate owner-occupied | | $ | 2,374 | | $ | 2,683 | | $ | 1,285 | | | | |
Commercial real estate non owner-occupied | | 3,457 | | 2,686 | | 2,070 | | | | |
Commercial and industrial | | 4,029 | | 4,262 | | 730 | | | | |
Commercial construction | | 14,639 | | — | | 294 | | | | |
Residential mortgages | | 1,931 | | 1,526 | | 1,532 | | | | |
Home equity | | 257 | | 257 | | 211 | | | | |
Consumer | | — | | — | | — | | | | |
Total non-accrual loans | | 26,687 |
| 11,414 | | 6,122 | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Total adversely classified loans | | $ | 50,732 | | $ | 56,650 | | $ | 46,998 | | | | |
| | | | | | | | | | |
Total loans | | $ | 3,982,898 | | $ | 3,567,631 | | $ | 3,180,518 | | | | |
| | | | | | | | | | |
Adversely classified loans to total loans | | 1.27 | % | | 1.59 | % | | 1.48 | % | | | | |
Loans 60-89 days past due and still accruing to total loans | | 0.07 | % | | — | % | | 0.04 | % | | | | |
Non-performing loans to total loans | | 0.67 | % | | 0.32 | % | | 0.19 | % | | | | |
Non-performing assets to total assets | | 0.55 | % | | 0.26 | % | | 0.14 | % | | | | |
Allowance for credit losses for loans | | $ | 63,498 | | $ | 58,995 | | $ | 52,640 | | | | |
Allowance for credit losses for loans to non-performing loans | | 237.94 | % | | 516.87 | % | | 859.85 | % | | | | |
Allowance for credit losses for loans to total loans | | 1.59 | % | | 1.65 | % | | 1.66 | % | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Loans which are evaluated to be of weaker credit quality are classified as adverse and placed on the Company's "watch asset list" and reviewed on a more frequent basis by management. Adversely classified loans may be performing in accordance with their original terms or past due in respect to principal or interest and therefore additionally classified as non-performing loans.
The increase in non-performing loans from December 31, 2023 to December 31, 2024 was attributable primarily to two individually evaluated commercial construction loans, which were placed on non-accrual in the first and third quarters of 2024.
•The commercial construction loan that was placed on non-accrual during the first quarter of 2024 was secured by a multi-family property, had an outstanding balance of $7.9 million and a specific reserve of $340 thousand at December 31, 2024. Due to the on-going construction and improvement in the valuation of the collateral property, which had an approximate percentage of completion of 82% at December 31, 2024, specific reserves were decreased by $1.3 million since it was placed on non-accrual.
•The commercial construction loan that was placed on non-accrual during the third quarter of 2024 was a participation loan originated by another local institution secured by a lab and office space building. Enterprise's participation in the outstanding balance was $6.7 million and a specific reserve of $3.3 million was assigned at December 31, 2024. At December 31, 2024, the building was vacant while the lead bank works with the borrowers to sell the facility. The Company had no other significant exposure to loans secured by lab space at December 31, 2024.
The Company had no OREO at December 31, 2024, 2023 or 2022, and therefore non-performing loans were the only component of non-performing assets at those periods.
ACL for Loans
There have been no material changes to the Company's ACL for loans methodology, underwriting practices, or credit risk management system used to estimate credit loss exposure since December 31, 2023. See item (j) "Credit Risk Management and ACL for Loans Methodology" contained in Note 1, "Summary of Significant Accounting Policies" of this Form 10-K, for additional information on the Company's loan accounting policies, Credit Risk monitoring, and ACL methodology.
The following table sets forth the allocation of the Company's ACL among the categories of loans, the percentage of ACL allocated by category of loans to the total ACL, and the percentage of loans in each category to total loans for the periods ending on the respective dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, |
| | 2024 | | 2023 | | 2022 | | | | |
(Dollars in thousands) | | ACL Allocation | | % of ACL Allocation | | % of Total Loans | | ACL Allocation | | % of ACL Allocation | | % of Total Loans | | ACL Allocation | | % of ACL Allocation | | % of Total Loans | | | | | | | | |
Commercial real estate owner-occupied | | $ | 10,813 | | | 17 | % | | 18 | % | | $ | 10,455 | | | 18 | % | | 17 | % | | $ | 10,304 | | | 19 | % | | 19 | % | | | | | | | | |
Commercial real estate non owner-occupied | | 27,774 | | | 44 | % | | 39 | % | | 27,619 | | | 47 | % | | 41 | % | | 26,260 | | | 50 | % | | 42 | % | | | | | | | | |
Commercial and industrial | | 9,940 | | | 16 | % | | 12 | % | | 11,089 | | | 19 | % | | 12 | % | | 8,896 | | | 17 | % | | 13 | % | | | | | | | | |
Commercial construction | | 11,765 | | | 19 | % | | 17 | % | | 6,787 | | | 11 | % | | 16 | % | | 3,961 | | | 8 | % | | 13 | % | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential mortgages | | 2,205 | | | 3 | % | | 11 | % | | 2,152 | | | 4 | % | | 11 | % | | 2,255 | | | 4 | % | | 10 | % | | | | | | | | |
Home equity | | 746 | | | 1 | % | | 3 | % | | 579 | | | 1 | % | | 3 | % | | 633 | | | 1 | % | | 3 | % | | | | | | | | |
Consumer | | 255 | | | — | % | | — | % | | 314 | | | — | % | | — | % | | 331 | | | 1 | % | | — | % | | | | | | | | |
Total | | $ | 63,498 | | | 100 | % | | 100 | % | | $ | 58,995 | | | 100 | % | | 100 | % | | $ | 52,640 | | | 100 | % | | 100 | % | | | | | | | | |
The following table summarizes the activity in the ACL for loans for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 |
Beginning balance | | $ | 58,995 | | $ | 52,640 | | $ | 47,704 | | $ | 44,565 | | $ | 33,614 |
| | | | | | | | | | |
Day one CECL adjustment | | — | | — | | — | | 6,560 | | — |
Provision for credit losses on loans | | 4,709 | | 6,460 | | 5,175 | | 543 | | 12,499 |
Recoveries on charged-off loans: | | | | | | | | | | |
Commercial real estate owner-occupied | | — | | — | | — | | 39 | | — |
Commercial real estate non owner-occupied | | — | | — | | — | | — | | — |
Commercial and industrial | | 366 | | 497 | | 242 | | 139 | | 265 |
Commercial construction | | — | | 1 | | — | | 105 | | — |
| | | | | | | | | | |
Residential mortgages | | — | | — | | — | | — | | — |
Home equity | | 7 | | 12 | | 11 | | 71 | | 45 |
Consumer | | 39 | | 17 | | 19 | | 9 | | 36 |
Total recovered | | $ | 412 | | $ | 527 | | $ | 272 | | $ | 363 | | $ | 346 |
Charged-off loans: | | | | | | | | | | |
Commercial real estate owner-occupied | | — | | — | | — | | — | | — |
Commercial real estate non owner-occupied | | — | | — | | 250 | | 1,825 | | — |
Commercial and industrial | | 519 | | 596 | | 210 | | 2,477 | | 561 |
Commercial construction | | — | | — | | — | | — | | 1,300 |
| | | | | | | | | | |
Residential mortgages | | — | | — | | — | | — | | — |
Home equity | | — | | — | | — | | — | | — |
Consumer | | 99 | | 36 | | 51 | | 25 | | 33 |
Total charged-off | | $ | 618 | | $ | 632 | | $ | 511 | | $ | 4,327 | | $ | 1,894 |
| | | | | | | | | | |
Net loans charged-off | | $ | 206 | | $ | 105 | | $ | 239 | | $ | 3,964 | | $ | 1,548 |
| | | | | | | | | | |
Ending balance | | $ | 63,498 | | $ | 58,995 | | $ | 52,640 | | $ | 47,704 | | $ | 44,565 |
| | | | | | | | | | |
Average loans outstanding | | $ | 3,761,041 | | $ | 3,328,729 | | $ | 3,035,012 | | $ | 2,969,371 | | $ | 2,984,100 |
Net charge-offs to average loans | | 0.01 | % | | — | % | | 0.01 | % | | 0.13 | % | | 0.05 | % |
| | | | | | | | | | |
Recoveries to charge-offs | | 66.67 | % | | 83.39 | % | | 53.23 | % | | 8.39 | % | | 18.27 | % |
Net loans charged-off to allowance | | 0.32 | % | | 0.18 | % | | 0.45 | % | | 8.31 | % | | 3.47 | % |
Reserve for unfunded commitments
The reserve for unfunded commitments is classified within "Other liabilities" on the Company's Consolidated Balance Sheets. The estimate of credit loss incorporates assumptions for both the likelihood and amount of funding over the estimated life of commitments which are not unconditionally cancellable, including adjustments for current conditions and reasonable and supportable forecasts. Management periodically reviews and updates its assumptions for estimated funding rates.
The Company’s reserve for unfunded commitments amounted to $4.4 million as of December 31, 2024 and $7.1 million at December 31, 2023. The decrease in the reserve for unfunded commitments resulted primarily by a decrease in off-balance sheet commitments that required a reserve and, to a lesser extent, the impact of reduced general reserve factors in our ACL model during the year ended December 31, 2024.
Based on the foregoing, management believes that the Company's ACL for loans and reserve for unfunded commitments is adequate as of December 31, 2024.
Deposits
As of December 31, 2024, total deposits amounted to $4.19 billion, an increase of $210.2 million, or 5%, compared to December 31, 2023. Total deposits represented 87% of total assets at December 31, 2024 and 89% at December 31, 2023.
The increase was driven primarily by increases in money market account balances of $51.5 million, or 4%, and CD account balances of $164.1 million, or 32%, as customers sought higher yielding deposit products. Lower cost checking and savings accounts comprised 49% of total deposits at December 31, 2024, compared to 52% at December 31, 2023.
The following table sets forth the deposit balances by certain categories as of the dates indicated and the percentage of each category to total deposits:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 | | December 31, 2023 | | December 31, 2022 |
(Dollars in thousands) | | Amount | | Percent | | Amount | | Percent | | Amount | | Percent |
Non-interest checking | | $ | 1,077,998 | | | 26 | % | | $ | 1,061,009 | | | 27 | % | | $ | 1,351,932 | | | 34 | % |
Interest-bearing checking | | 699,671 | | | 17 | % | | 697,632 | | | 18 | % | | 678,715 | | | 17 | % |
| | | | | | | | | | | | |
Savings | | 270,367 | | | 6 | % | | 294,865 | | | 7 | % | | 336,322 | | | 8 | % |
Money markets | | 1,454,443 | | | 35 | % | | 1,402,939 | | | 35 | % | | 1,381,645 | | | 34 | % |
| | | | | | | | | | | | |
CDs | | 685,219 | | | 16 | % | | 521,076 | | | 13 | % | | 287,192 | | | 7 | % |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Deposits | | $ | 4,187,698 | | | 100 | % | | $ | 3,977,521 | | | 100 | % | | $ | 4,035,806 | | | 100 | % |
The Company offers its customers the ability to enhance FDIC insurance coverage by electing to participate a portion of their deposit balance into nationwide deposit networks, with an equal and reciprocal balance deposited to the Company through the network. The Company’s total customer deposit balances reflect the reciprocal deposits received from other banks' customers participating in the programs. Essentially, the equivalent of the original customers' deposited funds comes back to the Company and are carried within the appropriate category under total customer deposits. Additional capacity to utilize these enhanced FDIC insured products exceeds the Company's total deposits balance. The Company's balances in these reciprocal products were $903.2 million, $835.0 million, and $589.7 million at December 31, 2024, 2023 and 2022, respectively. Savings accounts are not eligible for this program.
The following table shows the scheduled maturities of CDs greater than $250,000:
| | | | | | | | | | | | | | |
(Dollars in thousands) | | December 31, 2024 | | December 31, 2023 |
Due in three months or less | | $ | 140,066 | | | $ | 49,545 | |
Due in greater than three months through six months | | 64,510 | | | 82,034 | |
Due in greater than six months through twelve months | | 79,893 | | | 86,622 | |
Due in greater than twelve months | | 22,792 | | | 7,086 | |
Total CDs greater than $250,000 | | $ | 307,261 | | | $ | 225,287 | |
The table below sets forth a comparison of the Company's average deposits and average rates paid for the periods indicated. The annualized average rate on total deposits reflects both interest-bearing and non-interest-bearing deposits.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, |
| | 2024 | | 2023 | | 2022 |
(Dollars in thousands) | | Average Balance | | Average Rate | | | | Average Balance | | Average Rate | | | | Average Balance | | Average Rate | | |
Non-interest checking | | $ | 1,070,290 | | | — | % | | | | $ | 1,224,101 | | | — | % | | | | $ | 1,412,694 | | | — | % | | |
| | | | | | | | | | | | | | | | | | |
Interest checking | | 720,753 | | | 0.68 | % | | | | 685,347 | | | 0.38 | % | | | | 696,639 | | | 0.07 | % | | |
Savings | | 283,842 | | | 0.31 | % | | | | 310,979 | | | 0.16 | % | | | | 346,805 | | | 0.05 | % | | |
Money market | | 1,494,203 | | | 2.86 | % | | | | 1,417,613 | | | 1.96 | % | | | | 1,348,254 | | | 0.25 | % | | |
Total interest-bearing non-term deposits | | 2,498,798 | | | 1.94 | % | | | | 2,413,939 | | | 1.28 | % | | | | 2,391,698 | | | 0.17 | % | | |
CDs | | 621,576 | | | 4.51 | % | | | | 415,840 | | | 3.23 | % | | | | 221,050 | | | 0.73 | % | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total | | $ | 4,190,664 | | | 1.83 | % | | | | $ | 4,053,880 | | | 1.09 | % | | | | $ | 4,025,442 | | | 0.14 | % | | |
Borrowed Funds
At December 31, 2024 and 2023, borrowed funds amounted to $153.1 million and $25.8 million, respectively, and were comprised of advances from the FRB and FHLB as well as secured borrowings from the NH BFA.
At December 31, 2024, the Company had the capacity to borrow additional funds from the FHLB and FRB of up to approximately $670.0 million and $300.0 million, respectively. Additionally, the Company had the capacity to borrow unsecured brokered funding through existing broker relationships. The Company's wholesale funding sources included primarily borrowing capacity at the FHLB, FRB and brokered deposits. At December 31, 2024, the Company had no unsecured brokered deposits.
The table below shows the comparison of the Company's average borrowed funds and average rates paid for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, |
| | 2024 | 2023 | | 2022 |
(Dollars in thousands) | | Average Balance | | Average Cost | | Average Balance | | Average Cost | | Average Balance | | Average Cost |
FHLB advances | | $ | 4,886 | | | 2.97 | % | | $ | 3,548 | | | 2.65 | % | | $ | 3,266 | | | 1.59 | % |
| | | | | | | | | | | | |
FRB advances | | 45,838 | | | 4.86 | % | | 534 | | | 3.39 | % | | — | | | — | % |
Other borrowed funds | | 5,535 | | | 0.95 | % | | 1,008 | | | 0.13 | % | | 20 | | | — | % |
Total borrowed funds | | $ | 56,259 | | | 4.31 | % | | $ | 5,090 | | | 2.23 | % | | $ | 3,286 | | | 1.58 | % |
In the table above, "Other borrowings" represent term NH BFA advances or advances from correspondent banks, advanced as part of our annual test of these external funding facilities.
Subordinated Debt
The Company had outstanding subordinated debt, net of deferred issuance costs, of $59.8 million at December 31, 2024, and $59.5 million at December 31, 2023. The subordinated notes are due in 2030 and have a fixed rate of 5.25% through July 15, 2025, at which point the notes become callable and floating through maturity. The interest rate shall reset quarterly to an interest rate per annum equal to a benchmark rate that is expected to be the then current three-month Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York, plus 517.5 basis points, payable quarterly in arrears. The subordinated notes qualify as Tier 2 capital at the holding company of the bank for regulatory purposes.
Shareholders' Equity
Total shareholders' equity amounted to $360.7 million at December 31, 2024, compared to $329.1 million at December 31, 2023, an increase of $31.6 million, or 10%. The increase was due primarily to an increase in retained earnings of $26.9 million, consisting primarily of $38.7 million in net income less $10.3 million in dividends, net of reinvestment.
For the years ended December 31, 2024 and 2023, the Company declared cash dividends of $11.9 million and $11.2 million, respectively, and shareholders utilized the dividend reinvestment portion of the Company's dividend reinvestment and direct stock purchase plan to purchase aggregate shares of the Company's common stock amounting to 54,698 shares and 50,443 shares, totaling $1.6 million and $1.5 million, respectively.
Derivatives and Hedging
Derivatives designated as hedging instruments
As of December 31, 2024 and 2023, the Company had three pay fixed, receive float, interest rate swap agreements with a cumulative notional value of $100.0 million, of which $50.0 million matures in June 2025 and $50.0 million matures in September 2025. Under these interest rate swap agreements, the Company pays a weighted average fixed interest rate of 4.68% and receives the Secured Overnight Financing Rate. At December 31, 2024 and December 31, 2023, the fair value of these interest rate swap agreements, carried on the Company's Consolidated Balance Sheets as a liability, was $336 thousand and $760 thousand, respectively.
Derivatives not subject to hedge accounting
The notional value of back-to-back interest-rate swaps with customers and counterparties amounted to $3.2 million at December 31, 2024 and $7.5 million at December 31, 2023. The fair value of assets and corresponding liabilities associated with these swaps and carried on the Company's Consolidated Balance Sheets was $321 thousand at December 31, 2024, compared to $630 thousand at December 31, 2023.
Risk Participation Agreements
The notional value of RPAs sold amounted to $46.4 million at December 31, 2024 and $46.9 million at December 31, 2023. The fair value of RPAs, carried on the Company's Consolidated Balance Sheets as a liability, was $25 thousand at December 31, 2024 and $65 thousand at December 31, 2023.
Liquidity
Liquidity is the ability to meet cash needs arising from, among other things, fluctuations in loans, investments, deposits, and borrowings. Liquidity management is the coordination of activities so that cash needs are anticipated and met readily and efficiently. The Company's liquidity policies are set and monitored by the Company's Board. The duties and responsibilities related to asset-liability management matters are also covered by the Board. The Company's asset-liability objectives are to engage in sound balance sheet management strategies, maintain liquidity, provide and enhance access to a diverse and stable source of funds, provide competitively priced and attractive products to customers and conduct funding at a low-cost relative to current market conditions. Funds gathered are used to support current commitments, to fund earning asset growth, and to take advantage of selected leverage opportunities.
The Company's liquidity is maintained by projecting cash needs, balancing maturing assets with maturing liabilities, monitoring various liquidity ratios, monitoring deposit flows, maintaining cash flow within the investment portfolio, and maintaining wholesale funding resources.
Management believes that the Company has adequate liquidity to meet its obligations. However, if general economic conditions or other events, cause these sources of external funding to become restricted or are eliminated, the Company may not be able to raise adequate funds or may incur substantially higher funding costs or operating restrictions in order to raise the necessary funds to support the Company's operations and growth.
Capital Resources
The principal cash requirement of the Company is the payment of interest on subordinated debt and the payment of dividends on our common stock. The Company's Board may approve cash dividends on a quarterly basis after careful analysis and consideration of various factors, including our capital position, economic conditions, growth rates, earnings performance and projections as well as strategic initiatives and related regulatory capital requirements.
The Company's primary source of cash is dividends paid by the Bank, which are limited to the Bank's net income for the current year plus its retained net income for the prior two years.
The Company is subject to various regulatory capital requirements administered by the federal banking agencies. The Company's capital policies and capital levels are monitored internally on a quarterly basis and capital planning is reviewed at least annually by the Board.
Failure to meet minimum capital requirements can initiate or result in certain mandatory and possible additional discretionary supervisory actions by regulators, which if undertaken, could have a material adverse effect on the Company's consolidated financial condition. At December 31, 2024, the capital levels of both the Company and the Bank complied with all applicable minimum capital requirements of the Federal Reserve Board and the FDIC, respectively. Additionally, the Company met the definition of "well-capitalized" under the applicable Federal Reserve Board regulations and the Bank qualified as "well-capitalized" under the prompt corrective action regulations of Basel III and the FDIC.
The Company's total capital and tier 1 capital to risk-weighted assets amounted to 13.06% and 10.38%, respectively, at December 31, 2024, compared to 13.12% and 10.34%, respectively, at December 31, 2023. Tier 1 capital to average assets amounted to 8.94% at December 31, 2024, compared to 8.74% at December 31, 2023.
See also Note 12, "Shareholders' Equity," to the Company's consolidated financial statements, contained in Item 8 of this Form 10-K below, for additional information regarding the capital requirements applicable to the Company and the Bank and their respective capital levels at December 31, 2024. For additional information on the Company's capital planning, see the section entitled "Capital Resources" contained in Item 1, "Business," of this Form 10-K.
Contractual Obligations and Commitments
The Company is required to make future cash payments under various contractual obligations. The following table summarizes the contractual cash obligations at December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Payments Due by Period |
(Dollars in thousands) | | Total | | Within 1 Year | | >1 – 5 Years | | >5 – 15 Years | | After 15 Years |
Contractual cash obligations: | | | | | | | | | | |
CDs | | $ | 685,219 | | | $ | 650,541 | | | $ | 34,676 | | | $ | 2 | | | $ | — | |
FHLB borrowings | | 147,746 | | | 145,000 | | | — | | | 391 | | | 2,355 | |
Other borrowings | | 5,390 | | | — | | | 270 | | | 2,837 | | | 2,283 | |
Subordinated debt | | 60,000 | | | — | | | — | | | — | | | 60,000 | |
Supplemental retirement plans | | 1,111 | | | 276 | | | 811 | | | 24 | | | — | |
Operating lease obligations | | 37,598 | | | 1,457 | | | 5,901 | | | 14,153 | | | 16,087 | |
| | | | | | | | | | |
Total contractual obligations | | $ | 937,064 | | | $ | 797,274 | | | $ | 41,658 | | | $ | 17,407 | | | $ | 80,725 | |
The Company is also party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. The instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Consolidated Balance Sheets. The contractual amounts of these instruments reflect the extent of involvement the Company has in the particular classes of financial instruments.
The following table summarizes the contractual commitments at December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Commitment Expiration — By Period |
(Dollars in thousands) | | Total | | Within 1 Year | | >1 – 5 Years | | >5 – 15 Years | | After 15 Years |
Other Commitments: | | | | | | | | | | |
Unadvanced loans and lines | | $ | 1,107,168 | | | $ | 709,247 | | | $ | 268,788 | | | $ | 120,389 | | | $ | 8,744 | |
Commitments to originate loans | | 35,327 | | | 35,327 | | | — | | | — | | | — | |
Letters of credit | | 20,166 | | | 16,089 | | | 3,953 | | | 124 | | | — | |
Commitments to originate loans for sale | | 1,008 | | | 1,008 | | | — | | | — | | | — | |
Commitments to sell loans | | 520 | | | 520 | | | — | | | — | | | — | |
Customer related interest-rate swaps notional amount(1) | | 3,212 | | | — | | | — | | | — | | | 3,212 | |
Risk participation agreement notional amount | | 46,387 | | | — | | | — | | | — | | | 46,387 | |
Total commitments | | $ | 1,213,788 | | | $ | 762,191 | | | $ | 272,741 | | | $ | 120,513 | | | $ | 58,343 | |
__________________________________________________________________________________
(1) Offsetting positions to these interest-rate swaps are entered into with a counterparty. Notional principal amounts are not actually exchanged.
Wealth Management
Wealth assets under management and wealth assets under administration are not carried as assets on the Company's consolidated balance sheets. The Company provides a wide range of wealth management services, including investment management, brokerage, annuities, trust, and 401(k) plan administration.
Wealth assets under management amounted to $1.23 billion at December 31, 2024. The increase of $152.3 million, or 14%, compared to December 31, 2023, was due primarily to an increase in market values and new asset growth.
Wealth assets under administration amounted to $305.9 million at December 31, 2024. The increase of $63.6 million, or 26%, compared to December 31, 2023, resulted primarily from an increase in market values.
Impact of Inflation and Changing Prices
The Company's asset and liability structure is substantially different from that of an industrial company in that virtually all assets and liabilities of the Company are monetary in nature. Management believes the impact of inflation on financial results depends upon the Company's ability to react to changes in interest rates and by such reaction, reduce the inflationary impact on performance. Interest rates do not necessarily move in the same direction, or at the same magnitude, as the prices of other goods and services. As discussed previously, management seeks to manage the relationship between interest rate-sensitive assets and liabilities in order to protect against wide net interest income fluctuations, including those resulting from inflation.
Various information shown elsewhere in this annual report will assist in the understanding of how well the Company is positioned to react to changing interest rates and inflationary trends. In particular, additional information related to the net interest margin sensitivity analysis is contained in Item 7A of this Form 10-K below and other maturity and repricing information of the Company's interest rate-sensitive assets and liabilities is contained in this Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K under the heading "Financial Condition" in this report.
Accounting Policies/Critical Accounting Estimates
The Company's significant accounting policies are described in Note 1, "Summary of Significant Accounting Policies," to the consolidated financial statements contained in Item 8, "Financial Statements and Supplementary Data," of this Form 10-K. In applying these accounting policies, management is required to exercise judgment in determining many of the methodologies, assumptions and estimates to be utilized. Certain of the critical accounting estimates are more dependent on such judgment and in some cases may contribute to volatility in the Company's reported financial performance should the assumptions and estimates used be incorrect or change over time due to changes in circumstances. The most significant areas in which management applies critical assumptions and estimates are: the estimates of the allowance for credit losses for loans, and available-for-sale securities, the reserve for unfunded commitments and the impairment review of goodwill.
ACL for Loans
The CECL methodology requires early recognition of credit losses using a lifetime credit loss measurement approach that takes into consideration reasonable and supportable forecasts. The ACL for loans is established through a provision for credit losses, recorded as a direct charge to earnings. The ACL for loans is a valuation account that is deducted from the amortized cost to present the net amount of the loan portfolio expected to be collected. Credit losses are charged against the ACL for loans when management believes that the collectability of the amortized cost of the loan's principal balance is unlikely. Recoveries on loans previously charged-off are credited to the ACL for loans, generally at the time cash is received on a charged-off account.
Arriving at an appropriate level of ACL for loans involves a high degree of management judgement. The underlying assumptions, estimates and assessments used to estimate the ACL for loans reflects the Company’s best estimate of model assumptions and forecasted conditions at that time. Changes in such estimates can significantly affect the ACL for loans and the provision for credit losses. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company's ACL for loans. It is possible and likely that the Company will experience credit losses that are different from the current estimates. The Company uses a systematic methodology to measure the amount of estimated credit losses. The methodology applies general reserves for larger groups of homogeneous loans segmented by loan type and specific reserves for loans individually evaluated.
In making its assessment on the adequacy of the general reserves of ACL for loans, management considers several quantitative and qualitative factors from internal and external sources relating to past events, current conditions, and reasonable and supportable forecasts, including: the expected duration of the loans segments, the trends in risk classification of individual loans; individual review of larger and higher risk problem assets; the level of delinquent, non-performing, and individually evaluated loans; the level of hardship loan modifications; foreclosure activity; net charge-offs; commercial concentrations by industry, property type and real estate location; the growth and composition of the loan portfolio; as well as trends in the general levels of these indicators. In addition, management monitors expansion in the Company's geographic market area, the experience level of lenders and any changes in underwriting criteria, the strength of the local and national economy, including general conditions in the multi-family, commercial real estate and development and construction markets in the Company's local region as well as changes in current and forecasted economic conditions, such as changes in gross domestic product, the unemployment rate and new jobs created, real estate values, commercial vacancy rates, recession risk estimates and other relevant economic factors. Management also performs a qualitative assessment beyond model estimates and applies qualitative adjustments as management deems necessary, acknowledging that it can take time for economic results to work through the loan portfolio with charge-offs often occurring years after the economic downturn.
For loans individually evaluated, the Company generally requires an internal evaluation or independent appraisal of the collateral supporting the loan. However, these assessment methods are only an estimate of the value of the collateral at the time the assessment is made and involve estimates and assumptions. An error in fact, estimate or judgment could adversely affect the reliability of the valuation. Furthermore, changes in those estimates due to the economic environment and events occurring after the initial assessment, may cause the value of the collateral to differ significantly from the initial valuations.
Reserve for unfunded commitments
The reserve for unfunded commitments is included in the line item "Accrued expenses and other liabilities" on the Company’s Consolidated Balance Sheets. The estimate of credit loss incorporates assumptions for both the likelihood and amount of funding over the estimated life of the commitments, including adjustments for current conditions and reasonable and supportable forecasts. Management periodically reviews and updates its assumptions for estimated funding rates.
ACL for Available-for-Sale Securities
There are inherent risks associated with the Company's investment activities that could adversely impact the fair value and the ultimate collectability of the Company's investments. The Company primarily invests in debt securities. At December 31, 2024, the Company also held immaterial amounts of equity securities and FHLB stock.
The Company measures expected credit losses on available-for-sale securities based upon the unrealized gain or loss position of the security. For available-for-sale debt securities in an unrealized loss position, the Company evaluates qualitative criteria to determine any expected loss unless the Company intends to sell, or it is more likely than not that the Company will be required to sell before recovery of the amortized cost. In the latter two circumstances, the Company recognizes the entire difference between the security’s amortized cost basis and its fair value as a write-down of the investment balance with a charge to earnings. Otherwise, management’s analysis considers various factors, which include among other considerations (1) the
present value of the cash flows expected to be collected compared to the amortized cost of the security, (2) duration and magnitude of the decline in value, (3) the financial condition of the issuer or issuers, and (4) structure of the security. If the Company does not expect to recover the entire amortized cost basis of the security, an allowance for credit losses for available-for-sale securities would be recorded, with a related charge to earnings, limited by the amount of the fair value of the security less its amortized cost.
Impairment Review of Goodwill
In accordance with GAAP, the Company does not amortize goodwill and instead, at least annually, evaluates whether the carrying value of goodwill has become impaired. A determination that goodwill has become impaired results in an immediate write-down of goodwill to its determined value with a resulting charge to the Company's Consolidated Statement of Income. Goodwill is evaluated at the reporting unit level. In the case of the Company, the services offered through the Bank and subsidiaries are managed as one strategic unit and represent the Company's only reportable operating segment.
The Company has the option to perform either (i) a qualitative assessment of whether it is "more likely than not" that the reporting unit's fair value is less than its book value, or (ii) a quantitative assessment.
1.Management's qualitative assessment would take into consideration, among other items, macroeconomic conditions, industry and market considerations, cost or margin factors, financial performance and share price. Based on the qualitative assessment, if the Company were to conclude: (a) it is "more likely than not" that the fair value of a reporting unit exceeds its book value, goodwill is deemed not impaired, or (b) it is "more likely than not" that the fair value of a reporting unit is less than its book value, a quantitative goodwill analysis must be performed.
2.The Company may elect to forgo the qualitative assessment and perform the quantitative analysis even if management does not believe that is "more likely than not" that goodwill is impaired. The quantitative goodwill analysis compares the fair value of the reporting unit with its book value, including goodwill. If the fair value of the reporting unit equals or exceeds its book value, goodwill is deemed not impaired. If the book value of the reporting unit exceeds its fair value, a goodwill impairment loss is recognized for the difference between these amounts, not exceeding the goodwill carrying amount.
At December 31, 2024, based on the Company's quantitative analysis, goodwill was deemed not to be impaired.
Recent Accounting Pronouncements
See Note 1, "Summary of Significant Accounting Policies," Item (y) "Recent Accounting Pronouncements," to the Company's consolidated financial statements, contained in Item 8 of this Form 10-K below, for information regarding recent accounting pronouncements.
Item 8.Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
ENTERPRISE BANCORP, INC.
Consolidated Balance Sheets
As of December 31,
| | | | | | | | | | | | | | |
(Dollars in thousands, except per share data) | | 2024 | | 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 | |
See accompanying notes to consolidated financial statements.
66
ENTERPRISE BANCORP, INC.
Consolidated Statements of Income
Years Ended December 31,
| | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands, except per share data) | | 2024 | | 2023 | | 2022 |
Interest and dividend income: | | | | | | |
Other interest-earning assets | | $ | 6,199 | | | $ | 9,943 | | | $ | 6,014 | |
Investment securities | | 15,693 | | | 18,575 | | | 18,965 | |
Loans and loans held for sale | | 208,378 | | | 172,535 | | | 135,934 | |
Total interest and dividend income | | 230,270 | | | 201,053 | | | 160,913 | |
Interest expense: | | | | | | |
Deposits | | 76,513 | | | 44,389 | | | 5,711 | |
Borrowed funds | | 2,426 | | | 113 | | | 52 | |
Subordinated debt | | 3,467 | | | 3,467 | | | 3,352 | |
Total interest expense | | 82,406 | | | 47,969 | | | 9,115 | |
Net interest income | | 147,864 | | | 153,084 | | | 151,798 | |
Provision for credit losses | | 1,985 | | | 9,249 | | | 5,800 | |
Net interest income after provision for credit losses | | 145,879 | | | 143,835 | | | 145,998 | |
Non-interest income: | | | | | | |
Wealth management fees | | 7,888 | | | 6,730 | | | 6,533 | |
Deposit and interchange fees | | 8,875 | | | 8,475 | | | 8,196 | |
Income on bank-owned life insurance, net | | 2,001 | | | 1,264 | | | 1,202 | |
Net losses on sales of debt securities | | (2) | | | (2,419) | | | (1,973) | |
| | | | | | |
Net gains on sales of loans | | 156 | | | 34 | | | 30 | |
| | | | | | |
Net gain on sale of insurance commissions | | — | | | — | | | 2,034 | |
| | | | | | |
Gains (losses) on equity securities | | 1,140 | | | 666 | | | (514) | |
Other income | | 2,821 | | | 2,859 | | | 2,954 | |
Total non-interest income | | 22,879 | | | 17,609 | | | 18,462 | |
Non-interest expense: | | | | | | |
Salaries and employee benefits | | 78,224 | | | 72,283 | | | 72,120 | |
Occupancy and equipment expenses | | 9,667 | | | 9,722 | | | 9,299 | |
Technology and telecommunications expenses | | 10,708 | | | 10,656 | | | 10,735 | |
Advertising and public relations expenses | | 2,585 | | | 2,786 | | | 2,758 | |
Audit, legal and other professional fees | | 2,474 | | | 2,945 | | | 2,949 | |
Deposit insurance premiums | | 3,571 | | | 2,712 | | | 1,783 | |
Supplies and postage expenses | | 980 | | | 998 | | | 912 | |
| | | | | | |
Merger-related expenses | | 1,137 | | | — | | | — | |
Other operating expenses | | 7,786 | | | 8,097 | | | 7,758 | |
Total non-interest expense | | 117,132 | | | 110,199 | | | 108,314 | |
Income before income taxes | | 51,626 | | | 51,245 | | | 56,146 | |
Provision for income taxes | | 12,893 | | | 13,187 | | | 13,430 | |
Net income | | $ | 38,733 | | | $ | 38,058 | | | $ | 42,716 | |
| | | | | | |
Basic earnings per share | | $ | 3.13 | | | $ | 3.11 | | | $ | 3.53 | |
Diluted earnings per share | | $ | 3.12 | | | $ | 3.11 | | | $ | 3.52 | |
| | | | | | |
Basic weighted average common shares outstanding | | 12,386,669 | | | 12,223,626 | | | 12,103,033 | |
Diluted weighted average common shares outstanding | | 12,398,062 | | | 12,244,036 | | | 12,149,777 | |
See accompanying notes to consolidated financial statements.
67
ENTERPRISE BANCORP, INC.
Consolidated Statements of Comprehensive Income
Years Ended December 31,
| | | | | | | | | | | | | | | | | | | | |
| | |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Net income | | $ | 38,733 | | | $ | 38,058 | | | $ | 42,716 | |
Other comprehensive income (loss), net of taxes: | | | | | | |
Net change in fair value of debt securities | | 849 | | | 16,444 | | | (100,869) | |
| | | | | | |
Total other comprehensive income (loss), net | | 849 | | | 16,444 | | | (100,869) | |
Total comprehensive income (loss), net | | $ | 39,582 | | | $ | 54,502 | | | $ | (58,153) | |
See accompanying notes to consolidated financial statements.
68
ENTERPRISE BANCORP, INC.
Consolidated Statements of Changes in Shareholders' Equity
Years Ended December 31, 2024, 2023 and 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Income/(Loss) | | Total Shareholders’ Equity |
(Dollars in thousands, except per share data) | | Shares | | Amount |
Balance at December 31, 2021 | | 12,038,382 | | | $ | 120 | | | $ | 100,352 | | | $ | 241,761 | | | $ | 4,662 | | | $ | 346,895 | |
Net income | | | | | | | | 42,716 | | | | | 42,716 | |
| | | | | | | | | | | | |
Other comprehensive loss, net | | | | | | | | | | (100,869) | | | (100,869) | |
| | | | | | | | | | | | |
Common stock dividend declared ($0.82 per share) | | | | | | | | (9,917) | | | | | (9,917) | |
Common stock issued under dividend reinvestment plan | | 40,640 | | | — | | | 1,396 | | | | | | | 1,396 | |
Common stock issued, other | | 1,378 | | | — | | | 47 | | | | | | | 47 | |
Stock-based compensation, net | | 59,338 | | | 1 | | | 2,313 | | | | | | | 2,314 | |
Net settlement for employee taxes on restricted stock and options | | (11,713) | | | — | | | (433) | | | | | | | (433) | |
Stock option exercised, net | | 5,491 | | | — | | | 118 | | | | | | | 118 | |
Balance at December 31, 2022 | | 12,133,516 | | | $ | 121 | | | $ | 103,793 | | | $ | 274,560 | | | $ | (96,207) | | | $ | 282,267 | |
Net income | | | | | | | | 38,058 | | | | | 38,058 | |
| | | | | | | | | | | | |
Other comprehensive income, net | | | | | | | | | | 16,444 | | | 16,444 | |
| | | | | | | | | | | | |
Common stock dividend declared ($0.92 per share) | | | | | | | | (11,238) | | | | | (11,238) | |
Common stock issued under dividend reinvestment plan | | 50,443 | | | 1 | | | 1,503 | | | | | | | 1,504 | |
Common stock issued, other | | 1,474 | | | — | | | 44 | | | | | | | 44 | |
Stock-based compensation, net | | 79,074 | | | 1 | | | 2,304 | | | | | | | 2,305 | |
Net settlement for employee taxes on restricted stock and options | | (9,229) | | | — | | | (447) | | | | | | | (447) | |
Stock options exercised, net | | 17,396 | | | — | | | 180 | | | | | | | 180 | |
Balance at December 31, 2023 | | 12,272,674 | | | $ | 123 | | | $ | 107,377 | | | $ | 301,380 | | | $ | (79,763) | | | $ | 329,117 | |
Net income | | | | | | | | 38,733 | | | | | 38,733 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Other comprehensive income, net | | | | | | | | | | 849 | | | 849 | |
Common stock dividend declared ($0.96 per share) | | | | | | | | (11,870) | | | | | (11,870) | |
Common stock issued under dividend reinvestment plan | | 54,698 | | | — | | | 1,593 | | | | | | | 1,593 | |
Common stock issued, other | | 1,241 | | | — | | | 37 | | | | | | | 37 | |
Stock-based compensation, net | | 112,886 | | | 1 | | | 2,334 | | | | | | | 2,335 | |
Net settlement for employee taxes on restricted stock and options | | (12,643) | | | — | | | (409) | | | | | | | (409) | |
Stock options exercised, net | | 18,452 | | | — | | | 363 | | | | | | | 363 | |
Balance at December 31, 2024 | | 12,447,308 | | | $ | 124 | | | $ | 111,295 | | | $ | 328,243 | | | $ | (78,914) | | | $ | 360,748 | |
See accompanying notes to consolidated financial statements.
69
ENTERPRISE BANCORP, INC.
Consolidated Statements of Cash Flows
Years Ended December 31,
| | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Cash flows from operating activities: | | | | | | |
Net income | | $ | 38,733 | | | $ | 38,058 | | | $ | 42,716 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Provision for credit losses | | 1,985 | | | 9,249 | | | 5,800 | |
Depreciation and amortization | | 5,610 | | | 6,188 | | | 7,036 | |
Stock-based compensation expense | | 2,307 | | | 2,269 | | | 2,316 | |
Income on bank-owned life insurance, net | | (2,001) | | | (1,264) | | | (1,202) | |
| | | | | | |
Net losses on sales of debt securities | | 2 | | | 2,419 | | | 1,973 | |
Net (gains) losses on equity securities | | (1,140) | | | (666) | | | 514 | |
| | | | | | |
Mortgage loans originated for sale | | (11,978) | | | (2,247) | | | (1,263) | |
Proceeds from mortgage loans sold | | 11,814 | | | 2,081 | | | 1,293 | |
Net gains on sales of loans | | (156) | | | (34) | | | (30) | |
| | | | | | |
| | | | | | |
Changes in: | | | | | | |
Net decrease (increase) in other assets | | 5,151 | | | (12,818) | | | (11,322) | |
Net (decrease) increase in other liabilities | | (3,796) | | | 13,922 | | | 169 | |
Net cash provided by operating activities | | 46,531 | | | 57,157 | | | 48,000 | |
Cash flows from investing activities: | | | | | | |
Proceeds from sales of debt securities | | 212 | | | 84,779 | | | 69,620 | |
Purchase of debt securities | | — | | | — | | | (145,868) | |
Proceeds from maturities, calls and pay-downs of debt securities | | 77,345 | | | 88,176 | | | 82,834 | |
Net purchases of equity securities | | (1,467) | | | (2,123) | | | (2,998) | |
Net purchases of FHLB capital stock | | (4,691) | | | (59) | | | (179) | |
Net increase in loans | | (415,473) | | | (387,218) | | | (260,073) | |
Additions to premises and equipment, net | | (2,467) | | | (6,019) | | | (4,838) | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net cash used in investing activities | | (346,541) | | | (222,464) | | | (261,502) | |
Cash flows from financing activities: | | | | | | |
Net increase (decrease) in deposits | | 210,177 | | | (58,285) | | | 55,567 | |
Net increase in short-term borrowings | | 145,000 | | | — | | | — | |
Advancements from long-term borrowings | | 38,800 | | | 22,957 | | | 302 | |
Repayments of long-term borrowings | | (56,432) | | | (405) | | | (2,565) | |
| | | | | | |
| | | | | | |
| | | | | | |
Cash dividends paid, net of dividend reinvestment plan | | (10,277) | | | (9,734) | | | (8,521) | |
Proceeds from issuance of common stock | | 37 | | | 44 | | | 47 | |
Net settlement for employee taxes on restricted stock and options | | (409) | | | (447) | | | (433) | |
Net proceeds from stock option exercises | | 363 | | | 180 | | | 118 | |
| | | | | | |
Net cash provided by (used in) financing activities | | 327,259 | | | (45,690) | | | 44,515 | |
| | | | | | |
Net increase (decrease) in cash and cash equivalents | | 27,249 | | | (210,997) | | | (168,987) | |
Cash and cash equivalents at beginning of year | | 56,592 | | | 267,589 | | | 436,576 | |
Cash and cash equivalents at end of year | | $ | 83,841 | | | $ | 56,592 | | | $ | 267,589 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
See accompanying notes to consolidated financial statements.
70
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
(1)Summary of Significant Accounting Policies
(a) Organization of the Company and Basis of Presentation
The accompanying consolidated financial statements of Enterprise Bancorp, Inc. (the "Company," "Enterprise," "we," or "our"), a Massachusetts corporation, include the accounts of the Company and its wholly owned subsidiary, Enterprise Bank and Trust Company, commonly referred to as Enterprise Bank (the "Bank"). The Bank is a Massachusetts trust company and state chartered commercial bank organized in 1989. Substantially all the Company's operations are conducted through the Bank and its subsidiaries.
The Bank's subsidiaries include Enterprise Wealth Services, LLC, organized under the laws of the State of Delaware, to offer non-deposit investment products and services. In addition, the Bank has the following subsidiaries that are incorporated in the Commonwealth of Massachusetts and classified as security corporations in accordance with applicable Massachusetts General Laws: Enterprise Security Corporation; Enterprise Security Corporation II; and Enterprise Security Corporation III. The security corporations, which hold various types of qualifying securities, are limited to conducting investment activities that the Bank itself would be allowed to conduct under applicable laws.
In February 2023, the Bank organized the EBTC NMTC Investment Fund - CHC, LLC (the "NMTC Investment Fund") under the laws of the State of Delaware for the purpose of investing in a local NMTC project which provides federal tax incentives for investments in distressed communities. The NMTC are discussed in Note 15, " Income Taxes."
The Company's headquarters and the Bank's main office are located at 222 Merrimack Street in Lowell, Massachusetts. At December 31, 2024, the Company had 27 full-service branch banking offices serving the Northern Middlesex, Northern Essex and Northern Worcester counties of Massachusetts and Southern Hillsborough and Southern Rockingham counties in New Hampshire.
The FDIC and the Massachusetts Division of Banks (the "Division") have regulatory authority over the Bank. The Bank is also subject to certain regulatory requirements of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") and, with respect to its New Hampshire branch operations, the New Hampshire Banking Department. The business and operations of the Company are subject to the regulatory oversight of the Federal Reserve Board. The Division also retains supervisory jurisdiction over the Company.
The accompanying audited consolidated financial statements and notes thereto have been prepared in accordance with U.S. GAAP and the instructions for SEC Form 10-K through the rules and interpretive releases of the SEC under federal securities law. In the opinion of management, the accompanying audited consolidated financial statements reflect all necessary adjustments consisting of normal recurring accruals for a fair presentation. All significant intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements. Certain previous years' amounts in the consolidated financial statements, and notes thereto, have been reclassified to conform to the current year's presentation.
The Company has evaluated subsequent events and transactions from December 31, 2024, through the filing date of this Annual Report on Form 10-K with the SEC for potential recognition or disclosure as required by GAAP and determined that there were no material subsequent events requiring recognition or disclosure.
(b) Segment Reporting
The Company operates as one strategic unit and therefore has only one reportable operating segment. Substantially all of the Company’s operations are conducted through its wholly owned banking subsidiary, which offers a full range of commercial, residential and consumer loan products, deposit products and cash management services, as well as wealth management and wealth services. The Company's business is not dependent on one, or a few customers, nor upon a particular industry, the loss of which would have a material adverse impact on the financial condition or operations of the Company. The identification of the single reportable business segment was determined based on the nature of the financial services provided, similar customer base and management’s evaluation of the consolidated financial information.
The Company's financial performance is monitored by the Chief Executive Officer and Chief Financial Officer, which together have been designated as the Chief Operating Decision Maker.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The CODM analyzes key metrics including consolidated net income and its major components to strategize and allocate resources. Revenue and expenses reviewed by the CODM are consistent with the consolidated statements of income, and the measure of segment assets reviewed by the CODM is consistent with the consolidated balance sheets.
The Company has reviewed the requirements of ASU 2023-07 and has determined that no additional segment disclosures are required, specifically as a result of the following:
•the Company does not use disaggregated segment level for decision-making or resource allocation purposes,
•no significant segment-specific expenses or performance metrics are used internally for decision-making or resource allocation purposes, and
•the level of financial consolidation presented in our consolidated financial statements aligns with the CODM’s internal reporting and decision-making process
(c) Merger
On December 8, 2024, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Independent Bank Corp., a Massachusetts corporation ("Independent"), and Rockland Trust Company, a Massachusetts-chartered trust company and wholly owned subsidiary of Independent ("Rockland Trust"). Pursuant to the Merger Agreement, the Company will merge with and into Independent, with Independent being the surviving corporation (the "Merger"). Upon completion of the Merger, each outstanding share of Company common stock will convert into the right to receive 0.60 shares of Independent common stock and $2.00 in cash (the "Merger Consideration"). Each outstanding option to acquire a share of Company common stock, whether or not vested, will be converted into the right to receive cash in an amount equal to the amount by which the per share cash equivalent of the Merger Consideration (calculated in accordance with the Merger Agreement) exceeds the exercise price of the option. In addition, each award of Company restricted stock, whether or not vested, that is outstanding immediately prior to the effective time of the Merger will fully vest and be canceled and converted into the right to receive the Merger Consideration. Following the Merger, Enterprise Bank will merge with Rockland Trust, with Rockland Trust being the surviving institution. Completion of the Merger is subject to customary closing conditions, including receipt of regulatory approvals and approval of the Company’s shareholders. The Merger is expected to close in the second half of 2025. The Company has scheduled a Special Shareholder Meeting for April 3, 2025 to vote on the Merger and other related proposals. No vote of Independent shareholders is required.
(d) Uses of Estimates
In preparing the consolidated financial statements in conformity with GAAP, management is required to exercise judgment in determining many of the methodologies, assumptions and estimates to be utilized. These assumptions and estimates affect the reported values of assets and liabilities as of the balance sheet dates and income and expenses for the years then ended. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates should the assumptions and estimates used be incorrect or change over time due to changes in circumstances. Changes in those estimates resulting from continuing changes in the economic environment and other factors will be reflected in the consolidated financial statements and results of operations in future periods. The most significant areas in which management applies critical assumptions and estimates are the estimates of the allowance for credit losses for loans and available for sale securities, the reserve for unfunded commitments, and the impairment review of goodwill, which are each discussed below.
(e) Cash and Cash Equivalents
Cash equivalents are defined as highly liquid investments with original maturities of three months or less, that are readily convertible to known amounts of cash and present insignificant risk of changes in value due to changes in interest rates. The Company's cash and cash equivalents may be comprised of cash on hand and cash items due from banks, interest-earning deposits with banks (deposit accounts, excess reserve cash balances, money markets, and money market mutual fund accounts) and overnight and term federal funds sold to money center banks. Balances in cash and cash equivalents will fluctuate due primarily to the timing of net cash flows from deposits, borrowings, loans and investments, and the immediate liquidity needs of the Company.
(f) Restricted Cash and Investments
Certain of the Company's derivative agreements contain provisions for collateral to be posted if the derivative exposure exceeds a threshold amount. When the Company has pledged cash as collateral in relation to certain derivatives, the cash is carried as
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
restricted cash within "Interest-earning deposits with banks." See Note 9, "Derivatives and Hedging Activities," to the Company's consolidated financial statements of this Form 10-K below for more information about the Company's collateral related to its derivatives.
As a member of the FHLB, the Company is required to purchase certain levels of FHLB capital stock at par value in association with outstanding advances from the FHLB. From time-to-time, the FHLB may initiate the repurchase, at par value, of "excess" levels of its capital stock held by member banks. This stock is classified as a restricted investment and is carried at cost, which management believes approximates fair value. FHLB stock represents the only restricted investment held by the Company.
Management regularly reviews its holdings of FHLB stock for impairment, and as of December 31, 2024, the Company has determined that no allowance for credit losses on FHLB stock was necessary.
(g) Investment Securities
Investments in debt securities that are intended to be held for indefinite periods of time, but which may not be held to maturity or on a long-term basis are considered to be "available-for-sale" and are carried at fair value.
Included as available-for-sale are debt securities that are purchased in connection with the Company's asset-liability risk management strategy and that may be sold in response to changes in interest rates, prepayment risk and other related factors. In instances where the Company has the positive intent to hold debt securities to maturity, these securities will be classified as held-to-maturity and carried at amortized cost. As of the balance sheet dates, all the Company's debt securities were classified as available-for-sale and carried at fair value.
Net unrealized appreciation and depreciation on debt securities available-for-sale, net of applicable income taxes, are recorded in the Company's Consolidated Statement of Comprehensive Income as a component of "Accumulated other comprehensive (loss) income." The net unrealized gain or loss in the Company's debt security portfolio fluctuates as market interest rates rise and fall. Due to the fixed rate nature of this portfolio, as market rates fall, the value of the portfolio rises, and as market rates rise, the value of the portfolio declines. The unrealized gains or losses on debt securities will also decline as the securities approach maturity.
The Company's equity securities are carried at fair value with changes in fair value recognized in the Company's Consolidated Income Statement as a component of "Other income." The net gains and losses on equity securities that will be recognized as a component of "Non-interest income" in the future will depend on the amount of dollars invested in equities, the magnitude of changes in equity markets and the amount of gains or losses realized through equity sales.
Investment securities' discounts are accreted and premiums are amortized over the period of estimated principal repayment using methods that approximate the interest method. Gains or losses on the sale of investment securities are recognized on the trade date on a specific identification basis.
ACL for Available-for-Sale Securities Methodology
In accordance with ASC "Financial Instruments—Credit Losses (Topic 326), the Company's expected credit losses on available-for-sale debt securities are presented as an allowance rather than as a write-down. The Company measures expected credit losses on available-for-sale securities based upon the unrealized gain or loss position of the security. For available-for-sale debt securities in an unrealized loss position, the Company evaluates qualitative criteria to determine any expected loss unless the Company intends to sell, or it is more likely than not that the Company will be required to sell before recovery of the amortized cost. In the latter two circumstances, the Company recognizes the entire difference between the security’s amortized cost basis and its fair value as a write-down of the investment balance with a charge to earnings. Otherwise, management’s analysis considers various factors, which include among other considerations (1) the present value of the cash flows expected to be collected compared to the amortized cost of the security, (2) duration and magnitude of the decline in value, (3) the financial condition of the issuer or issuers, and (4) structure of the security. If the Company does not expect to recover the entire amortized cost basis of the security, an allowance for credit losses for available-for-sale securities would be recorded, with a related charge to earnings, limited by the difference of the amortized cost of the security to its fair value. Subsequent measurements of the ACL for available-for-sale securities may result in a reversal of the allowance for credit losses, not to exceed the amount initially recognized. In addition, the Company has elected to exclude accrued interest from the measurement of the allowance for credit losses for available-for-sale debt securities and to continue to write-off uncollectible accrued interest receivable by reversing interest income.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
At December 31, 2024, management performed its quarterly analysis of all securities with unrealized losses and determined that all were attributable to increases in market interest rates. Management concluded that no ACL for available-for-sale securities was considered necessary as of December 31, 2024 and anticipates they will mature or be called at par value. The Company does not intend to sell these investments and has determined, based upon available evidence, that it is more likely than not that the Company will not be required to sell each security before the recovery of its amortized cost basis.
(h) Loans Held for Sale
Depending on the current interest-rate environment, management projections of future interest rates and the overall asset-liability management program of the Company, management may elect to sell those fixed and adjustable-rate residential mortgage loans which are eligible for sale in the secondary market or hold some or all of this residential loan production for the Company's portfolio. Mortgage loans are generally not pooled for sale, but instead are sold on an individual basis. Enterprise may retain or sell the servicing when selling the loans. Loans sold are subject to standard secondary market underwriting and eligibility representations and warranties over the life of the loan and are subject to an early payment default period covering the first four payments for certain loan sales. Loans held for sale are carried at the lower of aggregate amortized cost or fair value on a separate line on the balance sheet. Fair value is based on comparable market prices for loans with similar rates and terms. When loans are sold, a gain or loss is recognized to the extent that the sales proceeds plus unamortized fees and costs exceed, or are less than, the carrying value of the loans. Gains and losses are determined using the specific identification method.
(i) Loans
Loans made by the Company to businesses, non-profits and professional practices include commercial real estate mortgage loans, construction and land development loans, secured and unsecured commercial loans and lines of credit, and letters of credit. Loans made to individuals include conventional residential mortgage loans, home equity lines, residential construction loans on owner-occupied primary and secondary residences, and secured and unsecured personal loans and lines of credit. Most loans granted by the Company are collateralized by real estate, equipment, or receivables and/or are guaranteed by the principals of the borrower.
Loans are reported at the principal amount outstanding, net of deferred origination fees and costs. The aggregate amounts of overdrawn deposit accounts are reclassified as loan balances. Loan origination fees received, offset by direct loan origination costs, are deferred and amortized using the straight-line method over three years to five years for lines of credit and demand notes or over the life of the related loans using the level-yield method for all other types of loans. When loans are paid off, the unamortized fees and costs are recognized as an adjustment to interest income.
Certain of the Company's directors, officers, principal shareholders, and their associates are credit customers of the Company in the ordinary course of business. In addition, certain directors are also directors, trustees, officers or shareholders of corporations and non-profit entities or members of partnerships that are customers of the Bank and that enter into loan and other transactions with the Bank in the ordinary course of business. All loans and commitments included in such transactions are on such terms, including interest rates, repayment terms and collateral, as those prevailing at the time for comparable transactions with persons who are not affiliated with the Bank and do not involve more than a normal risk of collectability or present other features unfavorable to the Bank.
From time to time, the Company participates with other banks in the financing of certain commercial projects. In order to qualify for sale accounting under GAAP, the rights and obligations of each participating bank are divided proportionately among the participating banks in an amount equal to their share of ownership and with equal priority among all banks. Each participation is governed by individual participation agreements executed by the lead bank and the participants at loan origination. When a participation qualifies as a sale under GAAP, the balances participated out to other institutions are not carried as assets on the Company's consolidated financial statements. When a participation does not qualify as a sale under GAAP, the loan is carried at gross principal outstanding and the balances participated out to other institutions are carried as secured borrowings on the Company's consolidated financial statements. The Company performs an independent credit analysis of each commitment and a review of the participating institution prior to participation in the loan, and an annual review thereafter of each participating institution. Loans originated by other banks in which the Company is the participating institution are carried in the loan portfolio at the Company's pro rata share of ownership. Participating loans with other institutions provide banks the opportunity to retain customer relationships and reduce credit risk exposure among each participating bank, while providing customers with larger credit vehicles than the individual bank might be willing or able to offer independently.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The Company seeks to lessen its credit risk exposure by managing its loan portfolio to avoid concentration by industry, relationship size and source of repayment, and through sound underwriting practices and the credit risk management function; however, management recognizes that credit losses will occur and that the amount of these losses will fluctuate depending on the risk characteristics of the loan portfolio and economic conditions.
(j) Credit Risk Management and ACL for Loans Methodology
Inherent in the lending process is the risk of loss due to customer non-payment, or "credit risk." The Company's commercial lending focus may entail significant additional credit risks compared to long-term financing on existing, owner-occupied residential real estate. The credit risk management function focuses on a wide variety of factors and early detection of credit issues is critical to minimize credit losses. Accordingly, management regularly monitors these factors, among others, through ongoing credit reviews by the Company's Credit Department, an external loan review service, reviews by members of senior management as well as reviews by the Board's Loan Committee and the Board. These reviews include the assessment of internal credit quality indicators such as, among others, the risk classification of loans, past due and non-accrual loans, loans individually evaluated or with hardship modifications, and the level of foreclosure activity.
Credit Risk Management
The Company's loan risk rating system classifies loans depending on risk of loss characteristics. The classifications range from "substantially risk free" for the highest quality loans and loans that are secured by cash collateral, through a satisfactory range of "minimal," "moderate," "better than average," and "average" risk, all of which are considered "pass" rated credits. The adverse classifications range from "special mention," for loans that may need additional monitoring, to the more severe classifications of "substandard," "doubtful," and "loss" based on criteria established under banking regulations. Loans classified as "substandard" include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loans classified as "doubtful" have all the weaknesses inherent in a substandard rated loan with the added characteristic that the weaknesses make collection or full payment from liquidation, based on existing facts, conditions, and values, highly questionable and improbable. Loans classified as "loss" are generally considered uncollectible at present, although long term recovery of part or all of loan proceeds may be possible. These "loss" loans would require a specific loss reserve or charge-off. Loans which are evaluated to be of weaker credit quality are classified as adverse and placed on the "watch asset list" and reviewed on a more frequent basis by management. Adversely classified loans may be accruing or in non-accrual status and may be additionally designated as individually evaluated or restructured, or some combination thereof.
Loans on which the accrual of interest has been discontinued are designated as non-accrual loans and the classified portions are credit downgraded to one of the adversely classified categories noted above. Accrual of interest on loans is generally discontinued when a loan becomes contractually past due, with respect to interest or principal, by 90 days, or when reasonable doubt exists as to the full and timely collection of interest or principal. When a loan is placed on non-accrual status, all interest previously accrued but not collected is reversed against current period interest income. Interest accruals are resumed on such loans only when payments are brought current and have remained current for a period of 180 days or when, in the judgment of management, the collectability of both principal and interest is reasonably assured. Interest payments received on loans in a non-accrual status are generally applied to principal on the books of the Company.
Loans individually evaluated consist primarily of loans for which management considers it probable that not all amounts due (principals and interest) will be collected in accordance with the original contractual terms and, to a lesser extent, if applicable, loans that management deems as individually significant or with unique risk characteristics or for some other reason based on management’s judgement. Management considers the individual payment status, net worth and earnings potential of the borrower, and the value and cash flow of the collateral as factors to determine if a loan will be paid in accordance with its contractual terms.
The Company continues to work with loan customers experiencing financial difficulty and may enter into loan modifications to the extent deemed to be necessary or appropriate while attempting to achieve the best mutual outcome given the individual financial circumstances and future prospects of the borrower. An assessment of whether a borrower is experiencing financial difficulty is made on the date of the modification. Modifications made for borrowers experiencing financial difficulty may be concessions in the form of principal forgiveness, interest rate reductions, payment deferrals of principal, interest or both, or term extensions, or some combination thereof. When a debt has been previously modified, the Company considers the cumulative effect of modifications made within the prior twelve-month period before the current modification, when determining whether or not a delay in payment resulting from the current modification is insignificant.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
Individually evaluated adversely classified loans will be considered for upgrade based on the borrower's sustained performance over time and their improving financial condition. Consistent with the criteria for returning non-accrual loans to accrual status, the borrower must demonstrate the ability to continue to service the loan in accordance with the original or modified terms and, in the judgment of management, the collectability of the remaining balances, both principal and interest, are reasonably assured.
A specific allowance is assigned to the loan for the amount of estimated credit loss. Individually evaluated loans are charged-off, in whole or in part, when management believes that the recorded investment in the loan is uncollectible.
ACL for Loans Methodology
In accordance with ASC "Financial Instruments—Credit Losses (Topic 326)," the CECL methodology requires early recognition of credit losses using a lifetime credit loss measurement approach that also requires the consideration of reasonable and supportable forecasts in the estimate. The CECL methodology is applicable to the loan portfolio, measured at amortized cost. It also applies to off-balance sheet credit exposures such as unadvanced loan & line balances, commitments to originate loans, standby letters of credit, and other similar instruments, which are not unconditionally cancellable. Additionally, the Company has elected to continue to present the accrued interest receivable balance on loans separate from amortized costs, exclude accrued interest from the measurement of the allowance for credit losses for loans and to continue to write-off uncollectible accrued interest receivable by reversing interest income.
The ACL for loans is established through a provision for credit losses, recorded as a direct charge to earnings. The ACL for loans is a valuation account that is deducted from the amortized cost to present the net amount of the loan portfolio expected to be collected. Credit losses are charged against the ACL for loans when management believes that the collectability of the amortized cost of a loan's principal balance is unlikely. Recoveries on loans previously charged-off are credited to the ACL for loans, generally at the time cash is received on a charged-off account.
Arriving at an appropriate level of ACL for loans involves a high degree of management judgement. The underlying assumptions, estimates and assessments used to estimate the ACL for loans reflects the Company’s best estimate of model assumptions and forecasted conditions at that time. Changes in such estimates can significantly affect the ACL for loans and the provision for credit losses. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company's ACL for loans. Such agencies may require the Company to recognize additions to the ACL for loans based on judgments different from those of management. It is possible and likely that the Company will experience credit losses that are different from the current estimates and future additions to the ACL for loans may be necessary.
On a quarterly basis, the Company makes an assessment to estimate the ACL for loans necessary to cover expected lifetime credit losses. The adequacy of the ACL for loans is reviewed and evaluated on a regular basis by an internal management committee, a sub-committee of the Company's Board of Directors (the "Board") and the full Board.
In making its assessment on the adequacy of the ACL for loans, management considers several quantitative and qualitative factors from internal and external sources relating to past events, current conditions, and reasonable and supportable forecasts.
The Company uses a systematic methodology to measure the amount of estimated loan losses. The methodology uses a two-tiered approach that applies general reserves for larger groups of homogeneous loans, segmented by loan type and specific reserves for loans individually evaluated.
Loans collectively evaluated
Management segments loans of similar risk characteristics using the Open Pool method by first calculating each segment's loss rate as net charge-offs over the expected average life of each segment, divided by the average loan balance over that same period. The historic loss factor is an average of the loss rate over a 5-year look-back period, which approximates the average age of charged-off loans. These historic loss factors are then adjusted up or down based on management's assessment of quantitative and qualitative factors. These key factors including quantitative facts about the loan portfolio such as: commercial concentrations by industry, property type and real estate location; the growth and composition of the loan portfolio; trends in risk classification of individual loans and higher risk problem assets; the level of delinquent, non-performing, and individually evaluated loans; the level of hardship loan modifications; foreclosure activity; net charge-offs; as well as trends in the general levels of these indicators. In addition, management monitors qualitative factors such as: expansion in the Company's geographic market area; the experience level of lenders and any changes in underwriting criteria; Market conditions, including general conditions in the multi-family, commercial real estate and construction and development markets in the Company's local region as well as changes in current and forecasted economic conditions, such as changes in gross domestic product, the unemployment rate and new jobs created, real estate values, commercial vacancy rates, recession risk estimates and other
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
relevant economic factors. Management uses a two-year reasonable and supportable forecast, and for periods beyond the forecast period, reverts immediately to historical loss rates. Management weighs the current effect of each of these areas on each particular loan segment in determining the allowance allocation factors. Management must exercise significant judgment when evaluating the effect of these quantitative and qualitative factors on the amount of the ACL for loans as data may not be reasonably available or directly applicable to determine the precise impact of a factor on the collectability over the remaining average life. The methodology contemplates a range of acceptable levels for these factors due to the subjective nature of the factors and the qualitative considerations related to the credit risk in the portfolio.
There have been no material changes to the Company's ACL for loans methodology, underwriting practices, or credit risk management system used to estimate credit loss exposure since December 31, 2023.
Management recognizes that additional issues may also impact the estimate of expected credit losses to some degree. From time to time management will re-evaluate the qualitative factors, regulatory guidance, and industry data in use in order to consider the impact of other issues which, based on changing circumstances, may become more significant in the future.
Loans individually evaluated
For loans that are individually evaluated, as discussed above, management estimates the credit loss by comparing the loan's carrying value against either (i) the present value of the expected future cash flows discounted at the loan's effective interest-rate; (ii) the loan's observable market price; or (iii) the expected realizable fair value of the collateral, in the case of collateral dependent loans. A specific allowance is assigned to the loan for the amount of estimated credit loss. Individually evaluated loans are charged-off, in whole or in part, when management believes that the recorded investment in the loan is uncollectible.
Reserve for unfunded commitments
The reserve for unfunded commitments is included in the line item "Accrued expenses and other liabilities" on the Company’s Consolidated Balance Sheets. Management applies the CECL methodology to off-balance sheet commitments in a manner consistent with on-balance sheet loan loss rates. Additionally, the estimate of credit loss incorporates assumptions for both the likelihood and amount of funding over the estimated life of the commitments. Management periodically reviews and updates its assumptions for estimated funding rates.
(k) Other Real Estate Owned
Real estate acquired by the Company through foreclosure proceedings or the acceptance of a deed in lieu of foreclosure is classified as OREO. When property is acquired, it is recorded at the estimated fair value of the property acquired, less estimated costs to sell, establishing a new cost basis and carried on the Consolidated Balance Sheet in the line item "Prepaid expenses and other assets." The estimated fair value is based on market appraisals and the Company's internal analysis. Any loan balance more than the estimated realizable fair value on the date of transfer is charged to the allowance for credit losses on that date. All costs incurred thereafter in maintaining the property, as well as subsequent declines in fair value are charged to non-interest expense.
(l) Premises and Equipment
Land is carried at cost. All other premises and equipment costs are stated at cost less accumulated depreciation and amortization. Depreciation or amortization is computed on a straight-line basis over the lesser of the estimated useful lives of the asset or the respective lease term (including renewal options reasonably certain to be exercised) for leasehold improvements generally as follows:
| | | | | | | | |
Bank premises, land improvements and leasehold improvements | | 10 to 39 years |
Computer software and equipment | | 3 to 5 years |
Furniture, fixtures and equipment | | 3 to 10 years |
(m) Leases
The Company leases office space, space for ATM locations and certain branch locations under noncancellable operating leases,
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
several of which have renewal options to extend lease terms. Upon commencement of a new lease, the Company will recognize a ROU asset and corresponding lease liability on the Consolidated Balance Sheet for all leases with terms longer than 12 months. The lease liability represents the present value of the future lease payments while the ROU asset represents the lease liability plus any lease prepayments and initial direct costs.
The Company’s operating lease agreements contain both lease and non-lease components (such as common area maintenance), which are generally accounted for separately. To calculate the lease liability, the Company uses its incremental borrowing rate as the discount rate to determine the net present value of the lease liability. In determining the term of a lease, the Company included option renewal periods that it considered reasonably certain to be exercised.
The Company recognizes lease expense on a straight-line basis in the "Occupancy and equipment expenses" line item within the non-interest expense section of the Consolidated Statement of Income.
(n) Bank Owned Life Insurance
The Company owns BOLI on certain current and former senior and executive officers, utilizing the tax-exempt earnings on BOLI to offset the cost of the Company's benefit plans. The cash surrender value of these policies is included as an asset on the Consolidated Balance Sheet, and any increases in cash surrender value are recorded as income on bank owned life insurance on the Consolidated Statement of Income.
(o) Impairment of Long-Lived Assets Other than Goodwill
The Company reviews long-lived assets, including premises, equipment, and lease right of use assets for impairment on an ongoing basis or whenever events or changes in business circumstances indicate that the remaining useful life may warrant revision or that the carrying amount of the long-lived asset may not be fully recoverable. If impairment is determined to exist, any related impairment loss is recognized through a charge to earnings. Impairment losses on assets disposed of, if any, are based on the estimated proceeds to be received, less cost of disposal.
(p) Goodwill
Goodwill is carried on the Company's consolidated financial statements and is related to the Company's acquisition of two branch offices in July 2000.
In accordance with GAAP, the Company does not amortize goodwill and instead, at least annually, evaluates whether the carrying value of goodwill has become impaired. A determination that goodwill has become impaired results in an immediate write-down of goodwill to its determined value with a resulting charge to the Company's Consolidated Statement of Income. Goodwill is evaluated at the reporting unit level. In the case of the Company, the services offered through the Bank and subsidiaries are managed as one strategic unit and represent the Company’s only reportable operating segment.
The Company has the option to perform either (i) a qualitative assessment of whether it is "more likely than not" that the reporting unit's fair value is less than its book value, or (ii) a quantitative assessment.
1.Management's qualitative assessment would take into consideration, among other items, macroeconomic conditions, industry and market considerations, cost or margin factors, financial performance and share price. Based on the qualitative assessment, if the Company were to conclude: a) it is "more likely than not" that the fair value of a reporting unit exceeds its book value, goodwill is deemed not impaired, or b) it is "more likely than not" that the fair value of a reporting unit is less than its book value, a quantitative goodwill analysis must be performed.
2.The Company may elect to forgo the qualitative assessment and perform the quantitative analysis even if management believes that is "more likely than not" that goodwill is not impaired. The quantitative goodwill analysis compares the fair value of the reporting unit with its book value, including goodwill. If the fair value of the reporting unit equals or exceeds its book value, goodwill is deemed not impaired. If the book value of the reporting unit exceeds its fair value, a goodwill impairment loss is recognized for the difference between these amounts, not exceeding the goodwill carrying amount.
At December 31, 2024, based on the Company's quantitative analysis, goodwill was deemed not impaired.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
(q) Wealth Assets Under Management and Administration
Wealth assets under management consist of assets managed through Enterprise Wealth Management and Enterprise Wealth Services. Wealth assets under administration consist of 401(k) plans, trust, and custodial accounts. Wealth assets under management and administration are not included in the Consolidated Balance Sheets because they are not assets of the Company.
(r) Derivatives and Hedging
The Company records all derivatives on the balance sheet at fair value. Asset derivatives are included in the line item "Prepaid expenses and other assets," and liability derivatives are included in the "Accrued expenses and other liabilities" line item on the Consolidated Balance Sheets.
The accounting for changes in the fair value of derivatives depends on the intended use of the derivative. On the date the derivative instrument is entered into, the Company designates whether the derivative is part of a hedging relationship (i.e., cash flow or fair value hedge). The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of hedged items.
Fair value hedges are considered a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk. For derivatives designated and qualifying as fair value hedges, changes in the fair value are recognized in earnings.
Cash flow hedges are considered a hedge of the exposure to the variability in expected future cash flows, or other types of forecasted transactions. For derivatives designated and qualifying as cash flow hedges, changes in the fair value of derivative instruments that are highly effective are recorded in other comprehensive income (loss), net of tax and subsequently reclassified into earnings in the same period during which the hedged transaction affects earnings. Any hedge ineffectiveness is recognized directly in earnings.
For derivative instruments not designated as hedging instruments, such as back-to-back interest rate swaps and risk participation agreements, changes in fair value are recognized in earnings.
See Note 9, "Derivatives and Hedging Activities," to the Company's consolidated financial statements of this Form 10-K, contained below, for further information on the Company's derivative and hedging activities.
(s) Revenue Recognition
Interest and dividend income (primarily loan interest income from customers) are our primary sources of revenue and are outside of the scope of ASC 606, "Revenue from Contracts with Customers," and are accounted for under other ASC topics. The core principles of this standard require an entity to recognize revenue on the transfer of goods and services to customers as performance obligations are satisfied.
The primary areas of income for the Company within the scope of ASC 606 are wealth management fees and deposit and interchange fees which are components of non-interest income on the Company's Consolidated Statements of Income and are discussed below.
Wealth management fees consist of income generated through our wealth management services. Wealth management income is generated primarily by managing customers' financial assets. Revenue is recognized as our performance obligation is completed each month. Revenue earned through our wealth services platform is generated through a third-party arrangement to refer, manage and service customers. For new sales and referrals along with transactional type charges, the performance obligation is based on a point in time and the payment is received and revenue is recognized in the same month as the revenue generating activity. For managing and servicing customers, revenue is recognized when our performance obligation is completed each month.
Deposit and interchange fees are comprised of deposit account related charges and income generated from electronic payment interchanges. Deposit account charges consist of certain transactional analysis fees net of earning balance credits, monthly account service fees, and transactional fees such as overdraft fees. Analysis and monthly account services fees are recognized
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
over the period the service is performed. For transactional fees, the performance obligation and the revenue are recognized at a point of time and payment is typically received as the service is rendered. Interchange income is generated primarily from retail debit card transactions processed through the card payment network. The performance obligation and the revenue are recognized when the service is performed.
The following non-interest income components are not subject to ASC 606: income on BOLI, net gains/losses on investment securities, and net gains on sales of loans, and are covered under other ASC topics. The remaining revenue items in non-interest income are not material.
(t) Stock-Based Compensation
The Company currently has one active stock incentive plan: The Enterprise Bancorp, Inc. 2016 Stock Incentive Plan, as amended (the "2016 Plan"). The 2016 Plan permits the Board to grant, under various terms, both incentive and non-qualified stock options (for the purchase of newly issued shares of common stock), restricted stock, restricted stock units and stock appreciation rights to officers and other employees, and to non-employee directors and consultants. The 2016 Plan also allows for newly issued shares of common stock to be issued without restrictions to officers and other employees, and non-employee directors and consultants.
As of December 31, 2024, 270,474 common shares remained available for future grants under the 2016 Plan. Awards previously granted under an earlier, now expired plan remain outstanding and may be exercised through 2028.
Under terms of the 2016 Plan, options exercised and restricted stock awards vested may be net settled to cover payment for option costs and employee tax obligations, resulting in shares of common stock being reacquired by the Company and returned to the pool of shares reserved for issuance under the incentive plans. In accordance with Massachusetts law, shares reacquired by the Company will be treated as authorized but unissued shares.
The non-employee members of the Company's Board may opt to receive newly issued shares of the Company's common stock in lieu of cash compensation for attendance at Board and Board Committee meetings. These shares are issued annually each January for Board meetings held in the previous year. Directors must make an irrevocable election to receive shares of common stock in lieu of cash fees prior to December 31st of the preceding year. Directors are granted shares of common stock in lieu of cash fees based on an average quarterly close price of the Company's common stock on the NASDAQ Global Market during the year.
From time to time, the Company issues shares to community members for consulting on regional advisory councils and grants shares of fully vested stock as employee anniversary awards. These shares vest immediately and the cost, which is based on the market price on the date of the grant and deemed to be immaterial, is expensed in the period in which the services are rendered.
The Company's consolidated financial statements include stock-based compensation expense for the portion of stock option awards and stock awards for which the requisite service has been rendered during the period or the estimate of achieving certain predefined performance objectives. The compensation expense has been recorded based on the estimated grant-date fair value of the stock option awards with no adjustment for estimated forfeitures, or in the case of stock awards, the market value of the common stock on the date of grant. Expense adjustments are made for actual forfeitures as they occur.
The Company will recognize the remaining estimated compensation expense for the portion of outstanding awards and compensation expense for any future awards, net of actual forfeitures, as the requisite service is rendered (i.e., on a straight-line basis over the remaining vesting period of each award) or as performance objectives are met. Stock awards that do not require future service ("vested awards") will be expensed immediately. Stock-based compensation also includes director stock compensation for stock awards and stock in lieu of cash fees, both included in other operating expenses.
See Note 14, "Stock-Based Compensation," to the Company's consolidated financial statements of this Form 10-K, contained below, for further information on the Company's stock incentive plans and terms of outstanding awards and the Company's stock-based compensation.
(u) Income Taxes
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states, within the directives of the respective enacted tax legislation. The Company uses the asset and liability method of accounting for income taxes.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
Under this method, deferred tax assets and liabilities are recognized for the future tax expense or benefit attributable to differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities will be adjusted accordingly through the provision for income taxes in the period that includes the enactment date, which may be earlier than the effective date.
The Company's policy is to classify interest resulting from underpayment of income taxes as income tax expense in the first period the interest would begin accruing according to the provisions of the relevant tax law. The Company classifies penalties resulting from underpayment of income taxes as income tax expense in the period for which the Company claims or expects to claim an uncertain tax position or in the period in which the Company's judgment changes regarding an uncertain tax position.
The income tax provisions will differ from the expense that would result from applying the federal statutory rate to income before taxes, due primarily to the impact of state tax expense, tax-exempt interest from certain investment securities, loans and BOLI and the tax impact from equity compensation activity.
Deferred income taxes are recognized based on the expected future tax consequences of differences between the financial statement and tax basis of assets and liabilities, calculated using currently enacted tax rates. Management records net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making this determination, we consider all available positive and negative evidence, including recent financial operations and projected future taxable income.
As of December 31, 2024, the Company had one investment in a local NMTC project which provides federal tax incentives for investments in distressed communities. The investment is accounted for using the proportional amortization method and will be amortized over seven years, which represents the period that the tax credits and other tax benefits will be utilized.
(v) Earnings per Share
Basic earnings per share are calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding (including participating securities) during the year. The Company's only participating securities are unvested restricted stock awards that contain non-forfeitable rights to dividends. Diluted earnings per share reflects the effect on weighted average shares outstanding of the number of additional shares outstanding if dilutive stock options were converted into common stock using the treasury stock method.
(w) Reporting Comprehensive Income
Comprehensive income is defined as all changes to shareholders' equity except investments by and distributions to shareholders. Net income is one component of comprehensive income, with other components referred to in the aggregate as other comprehensive income. The Company's other comprehensive income components are the changes in fair value of debt securities and cash flow hedges, both net of income taxes. Pursuant to GAAP, the Company initially excludes the unrealized holding gains and losses from net income; however, they are later reported as reclassifications out of accumulated other comprehensive income into net income when circumstances warrant.
When debt securities are sold, the reclassification of realized gains and losses on available-for-sale securities are included on the Consolidated Statements of Income under the "Non-interest income" subheading on the line item "Net gains (losses) on sales of available-for-sale debt securities" and the related income tax expense is included in the line item "Provision for income taxes."
For cash flow hedges of interest rate risk, the change in fair value will be reclassified in the same period during which the hedged transaction affects earnings, to either interest expense as interest is incurred on the Company's hedge liability, or to interest income as interest is earned on the Company's hedge asset. The reclassification of gain or loss on the derivatives are included on the Consolidated Statements of Income under "Interest income" or "Interest expense" line item and the related income tax expense is included in the line item "Provision for income taxes," both of which are also detailed, along with other information, in Note 11, "Comprehensive Income (Loss)," of this Form 10-K.
(x) Dividends
Neither the Company nor the Bank may declare or pay dividends on its stock if the effect thereof would cause shareholders'
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Notes to the Consolidated Financial Statements
equity to be reduced below applicable regulatory capital requirements or if such declaration and payment would otherwise violate regulatory requirements.
As the principal asset of the Company, the Bank currently provides the only source of cash for the payment of dividends by the Company. Under Massachusetts law, trust companies such as the Bank may pay dividends only out of "net profits" and only to the extent that such payments will not impair the Bank's capital stock. Any dividend payment that would exceed the total of the Bank's net profits for the current year plus its retained net profits of the preceding two years would require the Massachusetts Division of Banks' approval. Applicable provisions of the FDIC Improvement Act also prohibit a bank from paying any dividends on its capital stock if the bank is in default on the payment of any assessment to the FDIC or if the payment of dividends would otherwise cause the bank to become "undercapitalized." Any restrictions, regulatory or otherwise, on the ability of the Bank to pay dividends to the Company may restrict the ability of the Company to pay dividends to the holders of its common stock.
The statutory term "net profits" essentially equates with the accounting term "net income" and is defined under the Massachusetts banking statutes to mean the remainder of all earnings from current operations plus actual recoveries on loans and investments and other assets after deducting from such total all current operating expenses, actual losses, accrued dividends on any preferred stock and all federal and state taxes.
In addition, the Company maintains a dividend reinvestment and direct stock purchase plan which enables shareholders, at their discretion, to elect to reinvest cash dividends paid on their shares of the Company's common stock by purchasing additional shares of common stock from the Company at a purchase price equal to fair market value. Under the DRSPP, shareholders and new investors also have the opportunity to purchase shares of the Company's common stock without brokerage fees, subject to monthly minimums and maximums. Effective December 9, 2024, all share purchases under the DRSPP were suspended as
a result of the pending merger with Independent.
(y) Recent Accounting Pronouncements
Accounting pronouncements adopted by the Company
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 did not have a material impact on our consolidated financial statements.
Accounting pronouncements not yet adopted by the Company
In October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements — Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative." This ASU amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532, Disclosure Update and Simplification, that was issued in 2018. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. ASU 2023-06 is not expected to have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This ASU requires public business entities, on an annual basis, to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 is not expected to have a material impact on our consolidated financial statements.
In in November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures." This ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses for both interim and annual reporting periods. This standard is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard and does not expect the adoption to have a material impact on the Company’s financial statements.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
(2)Investment Securities
As of December 31, 2024, and 2023, the investment portfolio was comprised primarily of debt securities, with a small portion of the investment portfolio invested in equity securities.
Debt Securities
All of the Company's debt securities were classified as available-for-sale and carried at fair value as of the dates specified in the tables below. The amortized cost and fair values of debt securities at the dates specified are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2024 |
(Dollars in thousands) | | Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Fair Value |
Federal agency obligations | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
U.S. Treasury securities | | 6,998 | | | — | | | 766 | | | 6,232 | |
Federal agency CMO | | 347,500 | | | — | | | 63,313 | | | 284,187 | |
Federal agency MBS | | 20,199 | | | — | | | 3,007 | | | 17,192 | |
Taxable municipal securities | | 261,137 | | | 10 | | | 32,926 | | | 228,221 | |
Tax-exempt municipal securities | | 36,459 | | | 3 | | | 483 | | | 35,979 | |
Corporate bonds | | 3,473 | | | — | | | 54 | | | 3,419 | |
Subordinated corporate bonds | | 10,000 | | | — | | | 1,300 | | | 8,700 | |
| | | | | | | | |
Total debt securities, at fair value | | $ | 685,766 | | | $ | 13 | | | $ | 101,849 | | | $ | 583,930 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2023 |
(Dollars in thousands) | | Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Fair Value |
Federal agency obligations | | $ | 5,006 | | | $ | — | | | $ | 28 | | | $ | 4,978 | |
U.S. Treasury securities | | 16,993 | | | — | | | 1,068 | | | 15,925 | |
Federal agency CMO | | 396,665 | | | 33 | | | 61,947 | | | 334,751 | |
Federal agency MBS | | 21,586 | | | 31 | | | 2,805 | | | 18,812 | |
Taxable municipal securities | | 262,168 | | | 34 | | | 35,225 | | | 226,977 | |
Tax-exempt municipal securities | | 45,548 | | | 156 | | | 285 | | | 45,419 | |
Corporate bonds | | 4,058 | | | — | | | 92 | | | 3,966 | |
Subordinated corporate bonds | | 11,957 | | | — | | | 1,672 | | | 10,285 | |
| | | | | | | | |
Total debt securities, at fair value | | $ | 763,981 | | | $ | 254 | | | $ | 103,122 | | | $ | 661,113 | |
Accrued interest receivable on available-for-sale debt securities, included in the "Accrued Interest Receivable" line item on the Company’s Consolidated Balance Sheets, amounted to $2.7 million and $3.1 million at December 31, 2024 and 2023, respectively.
At December 31, 2024, management performed its quarterly analysis of all securities with unrealized losses and concluded that the unrealized losses resulted from significant increases in market interest rates relative to the book yield on the securities held. Management concluded that no ACL for available-for-sale securities was necessary as of December 31, 2024 and anticipates they will mature or be called at par value. The Company does not intend to sell these investments and has determined, based upon available evidence, that it is more likely than not that the Company will not be required to sell each security before the recovery of its amortized cost basis.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The following tables summarize the duration of unrealized losses for debt securities at December 31, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2024 |
| | Less than 12 months | | 12 months or longer | | Total |
(Dollars in thousands) | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | # of Holdings |
Federal agency obligations | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | — | |
U.S. Treasury securities | | — | | | — | | | 6,232 | | | 766 | | | 6,232 | | | 766 | | | 1 | |
Federal agency CMO | | 19,341 | | | 548 | | | 264,846 | | | 62,765 | | | 284,187 | | | 63,313 | | | 85 | |
Federal agency MBS | | 1,623 | | | 22 | | | 15,569 | | | 2,985 | | | 17,192 | | | 3,007 | | | 11 | |
Taxable municipal securities | | 1,881 | | | 124 | | | 224,469 | | | 32,802 | | | 226,350 | | | 32,926 | | | 248 | |
Tax-exempt municipal securities | | 16,212 | | | 92 | | | 16,465 | | | 391 | | | 32,677 | | | 483 | | | 64 | |
Corporate bonds | | 338 | | | 4 | | | 3,081 | | | 50 | | | 3,419 | | | 54 | | | 15 | |
Subordinated corporate bonds | | — | | | — | | | 8,700 | | | 1,300 | | | 8,700 | | | 1,300 | | | 5 | |
Total temporarily impaired debt securities | | $ | 39,395 | | | $ | 790 | | | $ | 539,362 | | | $ | 101,059 | | | $ | 578,757 | | | $ | 101,849 | | | 429 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2023 |
| | Less than 12 months | | 12 months or longer | | Total |
(Dollars in thousands) | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | # of Holdings |
Federal agency obligations | | $ | 4,978 | | | $ | 28 | | | $ | — | | | $ | — | | | $ | 4,978 | | | $ | 28 | | | 1 | |
U.S. Treasury securities | | — | | | — | | | 15,925 | | | 1,068 | | | 15,925 | | | 1,068 | | | 4 | |
Federal agency CMO | | 8,810 | | | 18 | | | 311,221 | | | 61,929 | | | 320,031 | | | 61,947 | | | 86 | |
Federal agency MBS | | — | | | — | | | 17,114 | | | 2,805 | | | 17,114 | | | 2,805 | | | 10 | |
Taxable municipal securities | | 1,993 | | | 316 | | | 223,949 | | | 34,909 | | | 225,942 | | | 35,225 | | | 251 | |
Tax-exempt municipal securities | | 11,890 | | | 55 | | | 10,519 | | | 230 | | | 22,409 | | | 285 | | | 53 | |
Corporate bonds | | — | | | — | | | 3,966 | | | 92 | | | 3,966 | | | 92 | | | 18 | |
Subordinated corporate bonds | | — | | | — | | | 10,285 | | | 1,672 | | | 10,285 | | | 1,672 | | | 6 | |
| | | | | | | | | | | | | | |
Total temporarily impaired debt securities | | $ | 27,671 | | | $ | 417 | | | $ | 592,979 | | | $ | 102,705 | | | $ | 620,650 | | | $ | 103,122 | | | 429 | |
The contractual maturity distribution at December 31, 2024 of debt securities was as follows:
| | | | | | | | | | | | | | |
(Dollars in thousands) | | Amortized Cost | | Fair Value |
Due in one year or less | | $ | 13,786 | | | $ | 13,684 | |
Due after one, but within five years | | 104,315 | | | 98,143 | |
Due after five, but within ten years | | 216,263 | | | 186,185 | |
Due after ten years | | 351,402 | | | 285,918 | |
Total debt securities | | $ | 685,766 | | | $ | 583,930 | |
Scheduled contractual maturities shown above may not reflect the actual maturities of the investments. The actual MBS/CMO cash flows likely will be faster than presented above due to prepayments and amortization. Similarly, included in the table above are callable securities, comprised of municipal securities and corporate bonds, with a fair value of $128.4 million, which can be redeemed by the issuers prior to the maturity presented above. Management considers these factors when evaluating the interest-rate risk in the Company's asset-liability management program.
From time to time, the Company may pledge debt securities as collateral for deposit account balances of municipal customers, and for borrowing capacity with the FHLB and the FRB. The fair value of debt securities pledged as collateral for these purposes was $575.2 million and $650.8 million at December 31, 2024 and 2023, respectively.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
Sales of debt securities, for the years ended December 31, 2024, 2023 and 2022 are summarized as follows:
| | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Amortized cost of debt securities sold(1) | | $ | 214 | | | $ | 87,198 | | | $ | 71,593 | |
Gross realized gains on sales | | — | | | — | | | 1,061 | |
Gross realized losses on sales | | (2) | | | (2,419) | | | (3,034) | |
Total proceeds from sales of debt securities | | $ | 212 | | | $ | 84,779 | | | $ | 69,620 | |
__________________________________________
(1) Amortized cost of investments sold is determined on a specific identification basis and includes pending trades based on trade date, if applicable.
Tax-exempt interest earned on the municipal securities portfolio amounted to $1.7 million for the year ended December 31, 2024, compared to $2.6 million and $3.4 million for the years ended December 31, 2023 and 2022, respectively.
The average balance of tax-exempt investments was $42.1 million and $64.1 million for the years ended December 31, 2024 and 2023, respectively.
Equity Securities
At December 31, 2024, the Company held equity securities with a fair value of $9.7 million, which consisted of $6.3 million in management directed investments and $3.4 million in mutual funds held in conjunction with the Company's supplemental executive retirement and deferred compensation plan.
At December 31, 2023, the Company held equity securities with a fair value of $7.1 million, which consisted of $4.4 million in management directed investments and $2.7 million in mutual funds held in conjunction with the Company's supplemental executive retirement and deferred compensation plan.
Gains and losses on equity securities for the years ended December 31, 2024 and 2023 are summarized as follows:
| | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Net gains (losses) recognized during the period on equity securities | | $ | 1,140 | | | $ | 666 | | | $ | (514) | |
Less: Net gains (losses) realized on equity securities sold during the period | | 77 | | | (5) | | | (17) | |
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the end of the period | | $ | 1,063 | | | $ | 671 | | | $ | (497) | |
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
(3) Loans
Loan Portfolio Classifications
Major classifications of loans at amortized cost at the periods indicated were as follows:
| | | | | | | | | | | | | | |
(Dollars in thousands) | | December 31, 2024 | | December 31, 2023 |
Commercial real estate owner-occupied | | $ | 704,634 | | | $ | 619,302 | |
Commercial real estate non owner-occupied | | 1,563,201 | | | 1,445,435 | |
| | | | |
Commercial and industrial | | 479,821 | | | 430,749 | |
Commercial construction | | 679,969 | | | 585,113 | |
| | | | |
Total commercial loans | | 3,427,625 | | | 3,080,599 | |
| | | | |
Residential mortgages | | 443,096 | | | 393,142 | |
Home equity | | 103,858 | | | 85,375 | |
Consumer | | 8,319 | | | 8,515 | |
Total retail loans | | 555,273 | | | 487,032 | |
| | | | |
| | | | |
| | | | |
Total loans | | 3,982,898 | | | 3,567,631 | |
| | | | |
Allowance for credit losses | | (63,498) | | | (58,995) | |
Net loans | | $ | 3,919,400 | | | $ | 3,508,636 | |
Net deferred loan origination fees, included in the amortized costs of loans reflected in the table above, amounted to $4.1 million at December 31, 2024 and $5.4 million at December 31, 2023.
Accrued interest receivable on loans amounted to $17.8 million and $16.1 million at December 31, 2024 and 2023, respectively, and was included in the "Accrued interest receivable" line item on the Company’s Consolidated Balance Sheets.
Commercial loans originated by other banks in which the Company is a participating institution are carried at the pro-rata share of ownership and amounted to $163.7 million at December 31, 2024 and $126.6 million at December 31, 2023. See also "Loans serviced for others" below for information related to commercial loans participated out to various other institutions.
Related Party Loans
As of December 31, 2024 and 2023, the outstanding loan balances to directors, officers, principal shareholders, and their associates were $35.4 million and $31.4 million, respectively. All loans to these related parties were current and accruing as of those dates. Unadvanced portions of lines of credit available to these individuals were $34.8 million and $35.7 million as of December 31, 2024 and 2023, respectively. During 2024, new loans and net increases in loan balances or lines of credit under existing commitments of $10.5 million were made and principal pay-downs of $7.4 million were received. During 2023, new loans and net increases in loan balances or lines of credit under existing commitments of $1.5 million were made and principal pay-downs of $19.7 million were received.
Loans serviced for others
At December 31, 2024 and 2023, the Company was servicing residential mortgage loans owned by investors amounting to $6.7 million and $7.7 million, respectively. Additionally, the Company was servicing commercial loans originated by the Company and participated out to various other institutions amounting to $77.4 million and $69.8 million at December 31, 2024 and 2023, respectively.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
Loans serving as collateral
Loans designated as qualified collateral and pledged to the FHLB for borrowing capacity for the periods indicated are summarized below:
| | | | | | | | | | | | | | |
(Dollars in thousands) | | December 31, 2024 | | December 31, 2023 |
Commercial real estate | | $ | 423,494 | | | $ | 495,831 | |
Residential mortgages | | 409,423 | | | 369,062 | |
Home equity | | 33,418 | | | 35,540 | |
Total loans pledged to FHLB | | $ | 866,335 | | | $ | 900,433 | |
Tax-Exempt Interest
Tax-exempt interest earned on qualified commercial loans was $2.2 million for the year ended December 31, 2024, $2.0 million for the year ended December 31, 2023 and $1.7 million for the year ended December 31, 2022. Average tax-exempt loan balances were $47.9 million and $47.0 million for the years ended December 31, 2024 and 2023, respectively.
(4) Credit Risk Management and ACL for Loans
See item (j) "Credit Risk Management and ACL for Loans Methodology" contained in Note 1, "Summary of Significant Accounting Policies" of this Form 10-K, for additional information on the Company's loan accounting policies, Credit Risk monitoring, and ACL methodology.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The following tables present the amortized cost basis of the Company's loan portfolio risk ratings within portfolio classifications, by origination date, or revolving status as of the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | At or for the year ended December 31, 2024 |
| | Term Loans by Origination Year | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | Prior | | Revolving Loans | | Revolving Loans Converted to Term | | Total |
Commercial real estate owner-occupied | | | | | | | | | | | | | | | | | | |
Pass | | $ | 49,097 | | | $ | 126,723 | | | $ | 101,658 | | | $ | 83,937 | | | $ | 49,526 | | | $ | 277,331 | | | $ | 7,312 | | | $ | — | | | $ | 695,584 | |
Special mention | | — | | | 130 | | | — | | | — | | | — | | | 6,546 | | | — | | | — | | | 6,676 | |
Substandard | | — | | | — | | | 1,228 | | | 423 | | | — | | | 723 | | | — | | | — | | | 2,374 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total commercial real estate owner-occupied | | 49,097 | | | 126,853 | | | 102,886 | | | 84,360 | | | 49,526 | | | 284,600 | | | 7,312 | | | — | | | 704,634 | |
| | | | | | | | | | | | | | | | | | |
Current period charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Commercial real estate non owner-occupied | | | | | | | | | | | | | | | | | | |
Pass | | 154,004 | | | 141,723 | | | 292,192 | | | 287,506 | | | 147,374 | | | 520,370 | | | 827 | | | 300 | | | 1,544,296 | |
Special mention | | — | | | — | | | 15,448 | | | — | | | — | | | — | | | — | | | — | | | 15,448 | |
Substandard | | — | | | — | | | 218 | | | 340 | | | 445 | | | 2,454 | | | — | | | — | | | 3,457 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total commercial real estate non owner-occupied | | 154,004 | | | 141,723 | | | 307,858 | | | 287,846 | | | 147,819 | | | 522,824 | | | 827 | | | 300 | | | 1,563,201 | |
| | | | | | | | | | | | | | | | | | |
Current period charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Commercial and industrial | | | | | | | | | | | | | | | | | | |
Pass | | 81,891 | | | 60,997 | | | 39,791 | | | 32,536 | | | 20,325 | | | 50,476 | | | 182,184 | | | 5,924 | | | 474,124 | |
Special mention | | — | | | — | | | — | | | — | | | 203 | | | 258 | | | 270 | | | — | | | 731 | |
Substandard | | — | | | 17 | | | 3,248 | | | 691 | | | — | | | 504 | | | 303 | | | 203 | | | 4,966 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total commercial and industrial | | 81,891 | | | 61,014 | | | 43,039 | | | 33,227 | | | 20,528 | | | 51,238 | | | 182,757 | | | 6,127 | | | 479,821 | |
| | | | | | | | | | | | | | | | | | |
Current period charge-offs | | 12 | | | 44 | | | — | | | 196 | | | — | | | 267 | | | — | | | — | | | 519 | |
| | | | | | | | | | | | | | | | | | |
Commercial construction | | | | | | | | | | | | | | | | | | |
Pass | | 138,845 | | | 229,116 | | | 127,493 | | | 106,452 | | | 9,517 | | | 21,582 | | | 32,325 | | | — | | | 665,330 | |
| | | | | | | | | | | | | | | | | | |
Substandard | | — | | | — | | | 14,639 | | | — | | | — | | | — | | | — | | | — | | | 14,639 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total commercial construction | | 138,845 | | | 229,116 | | | 142,132 | | | 106,452 | | | 9,517 | | | 21,582 | | | 32,325 | | | — | | | 679,969 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Current period charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Residential mortgages | | | | | | | | | | | | | | | | | | |
Pass | | 79,540 | | | 79,929 | | | 101,910 | | | 64,219 | | | 44,149 | | | 71,188 | | | — | | | — | | | 440,935 | |
| | | | | | | | | | | | | | | | | | |
Substandard | | — | | | — | | | — | | | 1,042 | | | — | | | 1,119 | | | — | | | — | | | 2,161 | |
| | | | | | | | | | | | | | | | | | |
Total residential mortgages | | 79,540 | | | 79,929 | | | 101,910 | | | 65,261 | | | 44,149 | | | 72,307 | | | — | | | — | | | 443,096 | |
| | | | | | | | | | | | | | | | | | |
Current period charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Home equity | | | | | | | | | | | | | | | | | | |
Pass | | 623 | | | 454 | | | 783 | | | 528 | | | 433 | | | 2,033 | | | 97,217 | | | 1,507 | | | 103,578 | |
| | | | | | | | | | | | | | | | | | |
Substandard | | — | | | — | | | — | | | — | | | — | | | 83 | | | — | | | 197 | | | 280 | |
| | | | | | | | | | | | | | | | | | |
Total home equity | | 623 | | | 454 | | | 783 | | | 528 | | | 433 | | | 2,116 | | | 97,217 | | | 1,704 | | | 103,858 | |
| | | | | | | | | | | | | | | | | | |
Current period charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | | |
Consumer | | | | | | | | | | | | | | | | | | |
Pass | | 3,211 | | | 2,014 | | | 1,209 | | | 982 | | | 461 | | | 442 | | | — | | | — | | | 8,319 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total consumer | | 3,211 | | | 2,014 | | | 1,209 | | | 982 | | | 461 | | | 442 | | | — | | | — | | | 8,319 | |
| | | | | | | | | | | | | | | | | | |
Current period charge-offs | | 94 | | | 3 | | | 1 | | | — | | | — | | | 1 | | | — | | | — | | | 99 | |
| | | | | | | | | | | | | | | | | | |
Total loans | | $ | 507,211 | | | $ | 641,103 | | | $ | 699,817 | | | $ | 578,656 | | | $ | 272,433 | | | $ | 955,109 | | | $ | 320,438 | | | $ | 8,131 | | | $ | 3,982,898 | |
| | | | | | | | | | | | | | | | | | |
Total current period charge-offs | | $ | 106 | | | $ | 47 | | | $ | 1 | | | $ | 196 | | | $ | — | | | $ | 268 | | | $ | — | | | $ | — | | | $ | 618 | |
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | At or for the year ended December 31, 2023 | | | | | | | | |
| | Term Loans by Origination Year | | | | | | | | | | | | | | |
(Dollars in thousands) | | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior | | Revolving Loans | | Revolving Loans Converted to Term | | Total | | | | | | | | |
Commercial real estate owner-occupied | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | $ | 82,500 | | | $ | 83,366 | | | $ | 88,178 | | | $ | 52,891 | | | $ | 51,379 | | | $ | 242,518 | | | $ | 2,169 | | | $ | — | | | $ | 603,001 | | | | | | | | | |
Special mention | | 31 | | | — | | | — | | | — | | | 489 | | | 6,971 | | | — | | | — | | | 7,491 | | | | | | | | | |
Substandard | | — | | | 1,311 | | | 270 | | | — | | | — | | | 7,229 | | | — | | | — | | | 8,810 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total commercial real estate | | 82,531 | | | 84,677 | | | 88,448 | | | 52,891 | | | 51,868 | | | 256,718 | | | 2,169 | | | — | | | 619,302 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Current period charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial real estate non owner-occupied | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | 133,179 | | | 288,240 | | | 278,833 | | | 148,730 | | | 165,676 | | | 398,516 | | | 9,961 | | | 107 | | | 1,423,242 | | | | | | | | | |
Special mention | | — | | | 15,782 | | | — | | | — | | | — | | | 2,977 | | | — | | | — | | | 18,759 | | | | | | | | | |
Substandard | | — | | | — | | | 361 | | | — | | | 969 | | | 1,654 | | | — | | | 450 | | | 3,434 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total commercial real estate non owner-occupied | | 133,179 | | | 304,022 | | | 279,194 | | | 148,730 | | | 166,645 | | | 403,147 | | | 9,961 | | | 557 | | | 1,445,435 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Current period charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial and industrial | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | 73,608 | | | 51,990 | | | 45,278 | | | 24,778 | | | 23,724 | | | 44,609 | | | 156,465 | | | 3,402 | | | 423,854 | | | | | | | | | |
Special mention | | — | | | — | | | — | | | 70 | | | 215 | | | 201 | | | 2,227 | | | 223 | | | 2,936 | | | | | | | | | |
Substandard | | — | | | — | | | 18 | | | — | | | 1 | | | 209 | | | 316 | | | 3,415 | | | 3,959 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total commercial and industrial | | 73,608 | | | 51,990 | | | 45,296 | | | 24,848 | | | 23,940 | | | 45,019 | | | 159,008 | | | 7,040 | | | 430,749 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Current period charge-offs | | 15 | | | 248 | | | — | | | — | | | 67 | | | 266 | | | — | | | — | | | 596 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial construction | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | 192,462 | | | 164,313 | | | 143,203 | | | 22,017 | | | 16,247 | | | 10,532 | | | 27,261 | | | — | | | 576,035 | | | | | | | | | |
Special mention | | — | | | 7,905 | | | — | | | — | | | 1,173 | | | — | | | — | | | — | | | 9,078 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total commercial construction | | 192,462 | | | 172,218 | | | 143,203 | | | 22,017 | | | 17,420 | | | 10,532 | | | 27,261 | | | — | | | 585,113 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Current period charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential mortgages | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | 82,848 | | | 107,222 | | | 69,979 | | | 46,674 | | | 19,205 | | | 65,311 | | | — | | | — | | | 391,239 | | | | | | | | | |
Special mention | | — | | | — | | | — | | | — | | | — | | | 109 | | | — | | | — | | | 109 | | | | | | | | | |
Substandard | | — | | | — | | | 236 | | | — | | | 1,055 | | | 503 | | | — | | | — | | | 1,794 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total residential mortgages | | 82,848 | | | 107,222 | | | 70,215 | | | 46,674 | | | 20,260 | | | 65,923 | | | — | | | — | | | 393,142 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Current period charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Home equity | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | 1,203 | | | 775 | | | 561 | | | 444 | | | 317 | | | 1,738 | | | 79,421 | | | 636 | | | 85,095 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Substandard | | — | | | — | | | — | | | — | | | — | | | 72 | | | — | | | 208 | | | 280 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total home equity | | 1,203 | | | 775 | | | 561 | | | 444 | | | 317 | | | 1,810 | | | 79,421 | | | 844 | | | 85,375 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Current period charge-offs | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Consumer | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pass | | 3,705 | | | 1,652 | | | 1,371 | | | 722 | | | 623 | | | 442 | | | — | | | — | | | 8,515 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total consumer | | 3,705 | | | 1,652 | | | 1,371 | | | 722 | | | 623 | | | 442 | | | — | | | — | | | 8,515 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Current period charge-offs | | 35 | | | — | | | — | | | — | | | — | | | 1 | | | — | | | — | | | 36 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total loans | | $ | 569,536 | | | $ | 722,556 | | | $ | 628,288 | | | $ | 296,326 | | | $ | 281,073 | | | $ | 783,591 | | | $ | 277,820 | | | $ | 8,441 | | | $ | 3,567,631 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total current period charge-offs | | $ | 50 | | | $ | 248 | | | $ | — | | | $ | — | | | $ | 67 | | | $ | 267 | | | $ | — | | | $ | — | | | $ | 632 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The total amortized cost basis of adversely classified loans amounted to $50.7 million, or 1.27% of total loans, at December 31, 2024, and $56.7 million, or 1.59% of total loans, at December 31, 2023.
Past due and non-accrual loans
The following tables present an age analysis of past due loans by portfolio classification as of the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance at December 31, 2024 |
(Dollars in thousands) | | 30-59 Days Past Due | | 60-89 Days Past Due | | Past Due 90 Days or More | | Total Past Due Loans(1) | | Current Loans(1) | | Total Loans | |
Commercial real estate owner-occupied | | $ | 1,333 | | | $ | — | | | $ | 522 | | | $ | 1,855 | | | $ | 702,779 | | | $ | 704,634 | | |
Commercial real estate non owner-occupied | | 1,856 | | | 366 | | | 2,665 | | | 4,887 | | | 1,558,314 | | | 1,563,201 | | |
Commercial and industrial | | 1,319 | | | 69 | | | 3,702 | | | 5,090 | | | 474,731 | | | 479,821 | | |
Commercial construction | | 1,688 | | | 2,484 | | | 7,905 | | | 12,077 | | | 667,892 | | | 679,969 | | |
| | | | | | | | | | | | | |
Residential mortgages | | 690 | | | 940 | | | — | | | 1,630 | | | 441,466 | | | 443,096 | | |
Home equity | | 467 | | | 133 | | | — | | | 600 | | | 103,258 | | | 103,858 | | |
Consumer | | 34 | | | 3 | | | — | | | 37 | | | 8,282 | | | 8,319 | | |
Total loans | | $ | 7,387 | | | $ | 3,995 | | | $ | 14,794 | | | $ | 26,176 | | | $ | 3,956,722 | | | $ | 3,982,898 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance at December 31, 2023 |
(Dollars in thousands) | | 30-59 Days Past Due | | 60-89 Days Past Due | | Past Due 90 days or More | | Total Past Due Loans(1) | | Current Loans(1) | | Total Loans | |
Commercial real estate owner-occupied | | $ | 459 | | | $ | 270 | | | $ | 212 | | | $ | 941 | | | $ | 618,361 | | | $ | 619,302 | | |
Commercial real estate non owner-occupied | | 722 | | | 504 | | | 1,122 | | | 2,348 | | | 1,443,087 | | | 1,445,435 | | |
Commercial and industrial | | 660 | | | 64 | | | — | | | 724 | | | 430,025 | | | 430,749 | | |
Commercial construction | | — | | | — | | | — | | | — | | | 585,113 | | | 585,113 | | |
| | | | | | | | | | | | | |
Residential mortgages | | 1,265 | | | — | | | 1,277 | | | 2,542 | | | 390,600 | | | 393,142 | | |
Home equity | | 53 | | | — | | | 97 | | | 150 | | | 85,225 | | | 85,375 | | |
Consumer | | 25 | | | 2 | | | — | | | 27 | | | 8,488 | | | 8,515 | | |
Total loans | | $ | 3,184 | | | $ | 840 | | | $ | 2,708 | | | $ | 6,732 | | | $ | 3,560,899 | | | $ | 3,567,631 | | |
_______________________________________
(1)The loan balances in the table above include loans designated as non-accrual despite their payment due status. Loans designated as non-accrual are presented below.
At December 31, 2024 and December 31, 2023, all loans past due 90 days or more were carried as non-accrual, however, not all non-accrual loans were 90 days or more past due in their payments. Loans that were less than 90 days past due where reasonable doubt existed as to the full and timely collection of interest or principal have also been designated as non-accrual, despite their payment due status.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The following tables present the amortized cost of loans designated as non-accrual, despite their payment status, by portfolio classification as of the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance at December 31, 2024 |
(Dollars in thousands) | | Total Non-accrual Loans | | Non-accrual Loans without a Specific Reserve | | Non-accrual Loans with a Specific Reserve | | Related Specific Reserve |
Commercial real estate owner-occupied | | $ | 2,374 | | | $ | 2,374 | | | $ | — | | | $ | — | |
Commercial real estate non owner-occupied | | 3,457 | | | 2,532 | | | 925 | | | 185 | |
Commercial and industrial | | 4,029 | | | 714 | | | 3,315 | | | 2,398 | |
Commercial construction | | 14,639 | | | — | | | 14,639 | | | 3,649 | |
| | | | | | | | |
Residential mortgages | | 1,931 | | | 1,931 | | | — | | | — | |
Home equity | | 257 | | | 257 | | | — | | | — | |
Consumer | | — | | | — | | | — | | | — | |
Total loans | | $ | 26,687 | | | $ | 7,808 | | | $ | 18,879 | | | $ | 6,232 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance at December 31, 2023 | | | | | |
(Dollars in thousands) | | Total Non-accrual Loans | | Non-accrual Loans without a Specific Reserve | | Non-accrual Loans with a Specific Reserve | | Related Specific Reserve | | | | | |
Commercial real estate owner-occupied | | $ | 2,683 | | | $ | 2,683 | | | $ | — | | | $ | — | | | | | | |
Commercial real estate non owner-occupied | | 2,686 | | | 1,717 | | | 969 | | | 229 | | | | | | |
Commercial and industrial | | 4,262 | | | 736 | | | 3,526 | | | 2,658 | | | | | | |
Commercial construction | | — | | | — | | | — | | | — | | | | | | |
| | | | | | | | | | | | | |
Residential mortgages | | 1,526 | | | 1,526 | | | — | | | — | | | | | | |
Home equity | | 257 | | | 257 | | | — | | | — | | | | | | |
Consumer | | — | | | — | | | — | | | — | | | | | | |
Total loans | | $ | 11,414 | | | $ | 6,919 | | | $ | 4,495 | | | $ | 2,887 | | | | | | |
The ratio of non-accrual loans to total loans amounted to 0.67% and 0.32% at December 31, 2024 and December 31, 2023, respectively. At December 31, 2024 and December 31, 2023, additional funding commitments for non-accrual loans were not material.
The reduction in interest income for the years ended December 31, associated with non-accruing loans is summarized as follows:
| | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Income that would have been recognized if non-accrual loans had been on accrual | | $ | 2,097 | | | $ | 1,285 | | | $ | 1,083 | |
Less income recognized | | 628 | | | 191 | | | 1,050 | |
Reduction in interest income | | $ | 1,469 | | | $ | 1,094 | | | $ | 33 | |
Collateral dependent loans
The total recorded investment in collateral dependent loans amounted to $26.9 million at December 31, 2024, compared to $13.7 million at December 31, 2023. Total accruing collateral dependent loans amounted to $438 thousand, while non-accrual collateral dependent loans amounted to $26.5 million as of December 31, 2024. As of December 31, 2023, total accruing collateral dependent loans amounted to $2.4 million, while non-accrual collateral dependent loans amounted to $11.3 million.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
Loans that have been individually evaluated and repayment is expected substantially from the operations or ultimate sale of the underlying collateral are deemed to be collateral dependent loans. Collateral dependent loans are adversely classified loans. These loans may be accruing or on non-accrual status. Collateral dependent loans are carried at the lower of the recorded investment in the loan or the estimated fair value. Underlying collateral will vary by type of loan, as discussed below.
Commercial real estate loans include loans secured by both owner and non-owner occupied (investor) real estate. These loans are typically secured by a variety of commercial, residential investment, and industrial property types, including one-to-four and multi-family apartment buildings, office, industrial, or mixed-use facilities, strip shopping centers, or other commercial properties.
Commercial and industrial credits may be unsecured loans and lines to financially strong borrowers, loans secured in whole or in part by real estate unrelated to the principal purpose of the loan or secured by inventories, equipment, or receivables.
Commercial construction loans include the development of residential housing and condominium projects, the development of commercial and industrial use property, and loans for the purchase and improvement of raw land. These loans are secured in whole or in part by underlying real estate collateral.
Residential mortgage loans and home equity lines may be secured by one-to-four family residential properties serving as the borrower's primary residence, or as vacation homes or investment properties.
Consumer loans consist primarily of secured or unsecured personal loans, loans under energy efficiency financing programs in conjunction with Massachusetts public utilities, and overdraft protection lines on checking accounts.
Management does not set any minimum delay of payments as a factor in reviewing for individual evaluation. Management considers the individual payment status, net worth and earnings potential of the borrower, and the value and cash flow of the collateral as factors to determine if a loan will be paid in accordance with its contractual terms.
The following tables present the recorded investment in collateral dependent individually evaluated loans and the related specific allowance by portfolio allocation as of the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance at December 31, 2024 |
| | | | | | | | | | |
(Dollars in thousands) | | Unpaid Contractual Principal Balance | | Total Recorded Investment in Collateral Dependent Loans | | Recorded Investment without a Specific Reserve | | Recorded Investment with a Specific Reserve | | Related Specific Reserve |
Commercial real estate owner-occupied | | $ | 2,921 | | | $ | 2,374 | | | $ | 2,374 | | | $ | — | | | $ | — | |
Commercial real estate non owner-occupied | | 4,368 | | | 3,457 | | | 2,532 | | | 925 | | | 185 | |
Commercial and industrial | | 5,507 | | | 4,184 | | | 921 | | | 3,263 | | | 2,346 | |
Commercial construction | | 14,824 | | | 14,639 | | | — | | | 14,639 | | | 3,649 | |
| | | | | | | | | | |
Residential mortgages | | 2,347 | | | 2,161 | | | 2,161 | | | — | | | — | |
Home equity | | 145 | | | 108 | | | 108 | | | — | | | — | |
Consumer | | — | | | — | | | — | | | — | | | — | |
Total | | $ | 30,112 | | | $ | 26,923 | | | $ | 8,096 | | | $ | 18,827 | | | $ | 6,180 | |
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance at December 31, 2023 |
(Dollars in thousands) | | Unpaid Contractual Principal Balance | | Total Recorded Investment in Collateral Dependent Loans | | Recorded Investment without a Specific Reserve | | Recorded Investment with a Specific Reserve | | Related Specific Reserve |
Commercial real estate owner-occupied | | $ | 4,641 | | | $ | 4,165 | | | $ | 4,165 | | | $ | — | | | $ | — | |
Commercial real estate non owner-occupied | | 4,062 | | | 2,983 | | | 2,015 | | | 968 | | | 229 | |
Commercial and industrial | | 6,804 | | | 4,332 | | | 950 | | | 3,382 | | | 2,526 | |
Commercial construction | | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | | |
Residential mortgages | | 2,117 | | | 1,902 | | | 1,902 | | | — | | | — | |
Home equity | | 359 | | | 281 | | | 281 | | | — | | | — | |
Consumer | | — | | | — | | | — | | | — | | | — | |
Total | | $ | 17,983 | | | $ | 13,663 | | | $ | 9,313 | | | $ | 4,350 | | | $ | 2,755 | |
The Company's obligation to fulfill the additional funding commitments on individually evaluated loans is generally contingent on the borrower's compliance with the terms of the credit agreement. If the borrower is not in compliance, additional funding commitments may or may not be made at the Company's discretion. At December 31, 2024 and December 31, 2023, additional funding commitments for individually evaluated collateral dependent loans were not material.
Loan modifications to borrowers experiencing financial difficulty
The following table presents the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty by type of concession granted during the period indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Year ended |
| | | | | | December 31, 2024 | | | | | | December 31, 2023 |
(Dollars in thousands) | | | | Payment Deferrals | | | | Term Extensions | | | | Total | | % of Loan Class Total | | | | | | Payment Deferrals | | | | Term Extensions | | | | Total | | % of Loan Class Total |
Commercial real estate owner-occupied | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | — | % | | | | | | $ | 270 | | | | | $ | — | | | | | $ | 270 | | | 0.01 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial and industrial | | | | | | 1,640 | | | | | — | | | | | 1,640 | | | 0.34 | % | | | | | | 177 | | | | | — | | | | | 177 | | | 0.04 | % |
Commercial construction | | | | | | 7,906 | | | | | — | | | | | 7,906 | | | 1.16 | % | | | | | | — | | | | | — | | | | | — | | | — | % |
Residential mortgages | | | | | | — | | | | | — | | | | | — | | | — | % | | | | | | 31 | | | | | — | | | | | 31 | | | 0.01 | % |
Home equity loans and lines | | | | | | — | | | | | 23 | | | | | 23 | | | 0.02 | % | | | | | | — | | | | | — | | | | | — | | | — | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | $ | 9,546 | | | | | $ | 23 | | | | | $ | 9,569 | | | 0.24 | % | | | | | | $ | 478 | | | | | $ | — | | | | | $ | 478 | | | 0.01 | % |
The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | Year ended |
| | | | December 31, 2024 | | | | December 31, 2023 |
| | | | Weighted Average Payment Deferrals | | Weighted-Average Term Extensions | | | | Weighted Average Payment Deferrals | | Weighted-Average Term Extensions |
Commercial real estate owner-occupied | | | | 0.0 years | | 0.0 years | | | | 0.5 years | | 0.0 years |
| | | | | | | | | | | | |
Commercial and industrial | | | | 0.5 years | | 0.0 years | | | | 0.5 years | | 0.0 years |
Commercial construction | | | | 0.5 years | | 0.0 years | | | | 0.0 years | | 0.0 years |
Residential mortgages | | | | 0.0 years | | 0.0 years | | | | 0.5 years | | 0.0 years |
Home equity loans and lines | | | | 0.0 years | | 10.0 years | | | | 0.0 years | | 0.0 years |
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ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The Company closely monitors the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance status of loans that had been modified within the preceding twelve months for borrowers experiencing financial difficulty, at the period indicated.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance at December 31, 2024 |
(Dollars in thousands) | | Current | | 30-59 Days Past Due | | 60-89 Days Past Due | | Past Due 90 Days or More | | Total Past Due |
Commercial real estate owner-occupied | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Commercial real estate non owner-occupied | | — | | | — | | | — | | | — | | | — | |
Commercial and industrial | | 1,640 | | | — | | | — | | | — | | | — | |
Commercial construction | | — | | | — | | | — | | | 7,906 | | | 7,906 | |
Residential mortgages | | — | | | — | | | — | | | — | | | — | |
Home equity | | 23 | | | — | | | — | | | — | | | — | |
Consumer | | — | | | — | | | — | | | — | | | — | |
Total | | $ | 1,663 | | | $ | — | | | $ | — | | | $ | 7,906 | | | $ | 7,906 | |
During the year ended December 31, 2024, the Company had one loan amounting to $7.9 million that was modified within the preceding twelve months for a borrower experiencing financial difficulty which subsequently defaulted.
At December 31, 2024, additional funding commitments to borrowers experiencing financial difficulty who were party to a loan modification were immaterial.
ACL for loans and provision for credit loss activity
The following table presents changes in the provision for credit losses on loans and unfunded commitments during the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | | | | | December 31, 2024 | | December 31, 2023 | | December 31, 2022 |
Provision for credit losses on loans - collectively evaluated | | | | | | $ | 1,463 | | | $ | 4,184 | | | $ | 5,949 | |
Provision for credit losses on loans - individually evaluated | | | | | | 3,246 | | | 2,276 | | | (774) | |
Provision for credit losses on loans | | | | | | 4,709 | | | 6,460 | | | 5,175 | |
| | | | | | | | | | |
Provision for unfunded commitments | | | | | | (2,724) | | | 2,789 | | | 625 | |
| | | | | | | | | | |
Provision for credit losses | | | | | | $ | 1,985 | | | $ | 9,249 | | | $ | 5,800 | |
The ACL for loans amounted to $63.5 million and $59.0 million at December 31, 2024 and December 31, 2023, respectively. The ACL for loans to total loans ratio was 1.59% and 1.65% at December 31, 2024 and December 31, 2023, respectively.
Changes in the allowance for credit losses for the years ended December 31, 2024, 2023 and 2022 are summarized as follows:
| | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Balance at beginning of year | | $ | 58,995 | | | $ | 52,640 | | | $ | 47,704 | |
| | | | | | |
Provision | | 4,709 | | | 6,460 | | | 5,175 | |
Recoveries | | 412 | | | 527 | | | 272 | |
Less: Charge-offs | | 618 | | | 632 | | | 511 | |
Balance at end of year | | $ | 63,498 | | | $ | 58,995 | | | $ | 52,640 | |
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The following tables present changes in the ACL for loans by portfolio classification, during the periods presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | Commercial Real Estate Owner-Occupied | | Commercial Real Estate Non Owner-Occupied | | Commercial and Industrial | | Commercial Construction | | Residential Mortgage | | Home Equity | | Consumer | | Total |
Beginning Balance at December 31, 2023 | | $ | 10,455 | | | $ | 27,619 | | | $ | 11,089 | | | $ | 6,787 | | | $ | 2,152 | | | $ | 579 | | | $ | 314 | | | $ | 58,995 | |
Provision for credit losses for loans | | 358 | | | 155 | | | (996) | | | 4,978 | | | 53 | | | 160 | | | 1 | | | 4,709 | |
Recoveries | | — | | | — | | | 366 | | | — | | | — | | | 7 | | | 39 | | | 412 | |
Less: Charge-offs | | — | | | — | | | 519 | | | — | | | — | | | — | | | 99 | | | 618 | |
Ending Balance at December 31, 2024 | | $ | 10,813 | | | $ | 27,774 | | | $ | 9,940 | | | $ | 11,765 | | | $ | 2,205 | | | $ | 746 | | | $ | 255 | | | $ | 63,498 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | |
(Dollars in thousands) | | Commercial Real Estate Owner-Occupied | | Commercial Real Estate Non Owner-Occupied | | Commercial and Industrial | | Commercial Construction | | Residential Mortgage | | Home Equity | | Consumer | | Total |
Beginning Balance at December 31, 2022 | | $ | 10,304 | | | $ | 26,260 | | | $ | 8,896 | | | $ | 3,961 | | | $ | 2,255 | | | $ | 633 | | | $ | 331 | | | $ | 52,640 | |
Provision for credit losses for loans | | 151 | | | 1,359 | | | 2,292 | | | 2,825 | | | (103) | | | (66) | | | 2 | | | 6,460 | |
Recoveries | | — | | | — | | | 497 | | | 1 | | | — | | | 12 | | | 17 | | | 527 | |
Less: Charge-offs | | — | | | — | | | 596 | | | — | | | — | | | — | | | 36 | | | 632 | |
Ending Balance at December 31, 2023 | | $ | 10,455 | | | $ | 27,619 | | | $ | 11,089 | | | $ | 6,787 | | | $ | 2,152 | | | $ | 579 | | | $ | 314 | | | $ | 58,995 | |
| | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Reserve for unfunded commitments
The Company’s reserve for unfunded commitments amounted to $4.4 million as of December 31, 2024 and $7.1 million at December 31, 2023.
Other real estate owned
The Company carried no OREO at December 31, 2024, 2023 or 2022. During the years ended December 31, 2024, 2023 and 2022, there were no additions to or sales of OREO. For the years ended December 31, 2024, 2023 and 2022, there were no write-downs of OREO.
At December 31, 2024, the Company had no consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdictions.
At December 31, 2023, the Company had $1.1 million in consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdictions.
(5) Premises and Equipment
Premises and equipment at December 31, 2024 and 2023 are summarized as follows:
| | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 |
Land and land improvements | | $ | 9,090 | | | $ | 9,090 | |
Bank premises and leasehold improvements | | 59,063 | | | 57,899 | |
Computer software and equipment | | 18,943 | | | 18,636 | |
Furniture, fixtures, and equipment | | 27,343 | | | 26,362 | |
Total premises and equipment, before accumulated depreciation | | 114,439 | | | 111,987 | |
Less accumulated depreciation | | (71,995) | | | (67,056) | |
Total premises and equipment, net of accumulated depreciation | | $ | 42,444 | | | $ | 44,931 | |
Total depreciation expense related to premises and equipment amounted to $5.0 million for the year ended December 31, 2024 and $5.3 million for both of the years ended December 31, 2023 and 2022.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
(6) Leases
For the Company, material leases consist of operating leases on our facilities, mainly branch leases; leases 12 months or less and immaterial equipment leases have been excluded.
As of December 31, 2024, the Company had 16 active operating real estate leases. The Company's leased facilities are contracted under various non-cancelable operating leases, most of which provide options to the Company to extend the lease periods and include periodic rent adjustments. While the Company typically exercises its option to extend lease terms, the lease contains provisions that allow the Company, upon notification, to terminate the lease at the end of the lease term, or any option period. Several real estate leases also provide the Company the right of first refusal should the property be offered for sale.
Lease expenses for the year ended December 31, 2024 amounted to $1.7 million, compared to $1.6 million for both of the years ended December 31, 2023 and 2022. Variable lease costs and short-term lease expenses included in lease expense during these periods were immaterial.
The weighted average remaining lease term for operating leases at December 31, 2024 and 2023 was 27.6 years and 28.4 years, respectively. The weighted average discount rate was 3.55% at both December 31, 2024 and 2023.
At December 31, 2024, the remaining undiscounted cash flows by year of these lease liabilities were as follows:
| | | | | | | | |
(Dollars in thousands) | | Operating Leases |
2025 | | $ | 1,457 | |
2026 | | 1,468 | |
2027 | | 1,474 | |
2028 | | 1,477 | |
2029 | | 1,481 | |
Thereafter | | 30,241 | |
Total lease payments | | $ | 37,598 | |
Less: Imputed interest | | 13,749 | |
Total lease liability | | $ | 23,849 | |
(7)Deposits
Deposits at December 31, are summarized as follows:
| | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 |
Non-interest checking | | $ | 1,077,998 | | | $ | 1,061,009 | |
Interest-bearing checking | | 699,671 | | | 697,632 | |
Savings | | 270,367 | | | 294,865 | |
Money market | | 1,454,443 | | | 1,402,939 | |
CDs $250,000 or less | | 377,958 | | | 295,789 | |
CDs greater than $250,000 | | 307,261 | | | 225,287 | |
| | | | |
| | | | |
Deposits | | $ | 4,187,698 | | | $ | 3,977,521 | |
At both December 31, 2024 and 2023, the Company had no brokered deposits. Customer deposits include reciprocal balances from checking, money market deposits and CDs received from participating banks in nationwide deposit networks due to our customers electing to participate in Company offered programs which allow for third-party enhanced FDIC deposit insurance. Under this enhanced deposit insurance program, the equivalent of the customers' original deposited funds comes back to the Company and are carried within the appropriate category under deposits. The Company's balances in these reciprocal products were $903.2 million and $835.0 million at December 31, 2024 and December 31, 2023, respectively.
The aggregate amounts of overdrawn deposits that have been reclassified as loan balances were $899 thousand and $498 thousand at December 31, 2024 and 2023, respectively.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The following table presents the scheduled maturities of CDs as of December 31, of the years indicated:
| | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 |
Due in less than twelve months | | $ | 650,541 | | | $ | 494,320 | |
Due in over one year through two years | | 31,003 | | | 23,737 | |
Due in over two years through three years | | 2,162 | | | 2,431 | |
Due in over three years through four years | | 400 | | | 371 | |
Due in over four years through five years | | 1,111 | | | 179 | |
Due in over five years | | 2 | | | 38 | |
Total CDs | | $ | 685,219 | | | $ | 521,076 | |
(8)Borrowed Funds and Subordinated Debt
Borrowed funds and subordinated debt outstanding at December 31, for the years indicated are summarized as follows:
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| | 2024 | | 2023 | | 2022 |
(Dollars in thousands) | | Amount | | Average Rate | | Amount | | Average Rate | | Amount | | Average Rate |
FHLB advances | | $ | 147,746 | | | 4.47 | % | | $ | 2,830 | | | 1.71 | % | | $ | 2,913 | | | 1.71 | % |
FRB advances | | — | | | — | % | | 20,000 | | | 4.84 | % | | — | | | — | % |
Other borrowings | | 5,390 | | | 3.30 | % | | 2,938 | | | 0.40 | % | | 303 | | | — | % |
Total borrowed funds | | $ | 153,136 | | | 4.43 | % | | $ | 25,768 | | | 3.99 | % | | $ | 3,216 | | | 1.55 | % |
| | | | | | | | | | | | |
Subordinated debt | | $ | 59,815 | | | 5.84 | % | | $ | 59,498 | | | 5.84 | % | | $ | 59,182 | | | 5.66 | % |
The Company's borrowed funds at December 31, 2024, 2023 and 2022 were comprised of overnight or short-term advances from the FRB through the BTFP, term advances related to specific lending projects under the FHLB's community development and affordable housing programs as well as borrowed funds from the NH BFA borrowing under a New Hampshire community development program. NH BFA advances are categorized as "Other borrowings" in the tables below.
At December 31, 2024, 2023 and 2022, the contractual maturity distribution of borrowed funds with the weighted average cost for each category is set forth below:
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| | 2024 | | 2023 | | 2022 |
(Dollars in thousands) | | Balance | | Rate | | Balance | | Rate | | Balance | | Rate |
Overnight | | $ | 145,000 | | | 4.52 | % | | $ | — | | | — | % | | $ | — | | | — | % |
Within 12 months | | — | | | — | % | | 20,000 | | | 4.84 | % | | — | | | — | % |
Between 1 and 5 years | | 270 | | | — | % | | 270 | | | — | % | | — | | | — | % |
Over 5 years | | 7,866 | | | 2.78 | % | | 5,498 | | | 1.09 | % | | 3,216 | | | 1.55 | % |
Maximum FHLB and other borrowings outstanding at any month-end period during 2024 was $153.1 million, $25.8 million for 2023 and $4.2 million for 2022.
The following table summarizes the average balance and average cost of borrowed funds for the years indicated:
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| | Year ended December 31, |
| | 2024 | | 2023 | | 2022 |
(Dollars in thousands) | | Average Balance | | Average Cost | | Average Balance | | Average Cost | | Average Balance | | Average Cost |
FHLB advances | | $ | 4,886 | | | 2.97 | % | | $ | 3,548 | | | 2.65 | % | | $ | 3,266 | | | 1.59 | % |
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FRB advances | | 45,838 | | | 4.86 | % | | 534 | | | 3.39 | % | | — | | | — | % |
Other borrowings | | 5,535 | | | 0.95 | % | | 1,008 | | | 0.13 | % | | 20 | | | — | % |
Total borrowed funds | | $ | 56,259 | | | 4.31 | % | | $ | 5,090 | | | 2.23 | % | | $ | 3,286 | | | 1.58 | % |
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
As a member of the FHLB, the Bank has the potential capacity to borrow an amount up to the value of its discounted qualified collateral. Borrowings from the FHLB are secured by certain securities from the Company's investment portfolio not otherwise pledged and certain residential and commercial real estate loans. At December 31, 2024, based on qualifying collateral minus outstanding advances, the Bank had the capacity to borrow additional funds from the FHLB of up to approximately $670.0 million. In addition, based on qualifying corporate and municipal bond collateral, the Bank had the capacity to borrow funds from the FRB up to approximately $300.0 million at December 31, 2024. The Bank also has pre-approved borrowing arrangements with large correspondent banks to provide overnight and short-term borrowing capacity.
The Company had outstanding subordinated debt, net of deferred issuance costs, of $59.8 million, and $59.5 million at December 31, 2024, and December 31, 2023, respectively. The debt consists of fixed-to-floating rate notes due in 2030 and callable at the Company's option on or after July 15, 2025. The subordinated notes are intended to qualify as Tier 2 capital for regulatory purposes.
The subordinated notes pay interest at a fixed rate of 5.25% per annum through July 15, 2025, after which floating quarterly rates apply. Original debt issuance costs were $1.2 million and have been netted against the subordinated debt on the consolidated balance sheet in accordance with accounting guidance. These costs are being amortized to interest expense over the life of the subordinated notes.
(9)Derivatives and Hedging Activities
The tables below present a summary of the Company's derivative financial instruments, notional amounts and fair values for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2024 |
(Dollars in thousands) | | Asset Notional Amount | | Asset Derivatives(1)(2) | | Liability Notional Amount | | Liability Derivatives(1)(2) |
Derivatives designated as hedging instruments | | | | | | | | |
Interest-rate positions: | | | | | | | | |
Interest-rate swaps - loans | | $ | — | | | $ | — | | | $ | 100,000 | | | $ | 336 | |
Total cash flow hedge interest-rate swaps | | $ | — | | | $ | — | | | $ | 100,000 | | | $ | 336 | |
| | | | | | | | |
Derivatives not subject to hedge accounting | | | | | | | | |
Customer related positions: | | | | | | | | |
Loan level derivatives - pay floating, receive fixed | | $ | — | | | $ | — | | | $ | 3,212 | | | $ | 321 | |
Loan level derivatives - pay fixed, receive floating | | 3,212 | | | 321 | | | — | | | — | |
Risk participation agreements sold | | — | | | — | | | 46,387 | | | 25 | |
Total derivatives not subject to hedge accounting | | $ | 3,212 | | | $ | 321 | | | $ | 49,599 | | | $ | 346 | |
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2023 |
(Dollars in thousands) | | Asset Notional Amount | | Asset Derivatives(1)(2) | | Liability Notional Amount | | Liability Derivatives(1)(2) |
Derivatives designated as hedging instruments | | | | | | | | |
Interest-rate positions: | | | | | | | | |
Interest-rate swaps - loans | | $ | — | | | $ | — | | | $ | 100,000 | | | $ | 760 | |
Total cash flow hedge interest-rate swaps | | $ | — | | | $ | — | | | $ | 100,000 | | | $ | 760 | |
| | | | | | | | |
Derivatives not subject to hedge accounting | | | | | | | | |
Customer related positions: | | | | | | | | |
Loan level derivatives - pay floating, receive fixed | | $ | — | | | $ | — | | | $ | 7,524 | | | $ | 630 | |
Loan level derivatives - pay fixed, receive floating | | 7,524 | | | 630 | | | — | | | — | |
Risk participation agreements sold | | — | | | — | | | 46,910 | | | 65 | |
Total back-to-back interest-rate swaps | | $ | 7,524 | | | $ | 630 | | | $ | 54,434 | | | $ | 695 | |
__________________________________________
(1) Accrued interest balances related to the Company’s interest rate swaps are not included in the fair values above and are immaterial.
(2) The assets and liabilities related to the pay fixed, receive floating interest-rate contracts are subject to a master netting agreement and are presented net in the Consolidated Balance Sheet.
Derivatives designated as hedging instruments
Interest-rate positions
The Company may utilize various interest rate derivatives as hedging instruments against interest rate risk associated with the Company’s loan portfolio. Each interest rate swap agreement was designated as a fair value hedge and involves the net settlement of receiving floating-rate payments from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. At December 31, 2024 and December 31, 2023, the Company had three pay fixed, receive float, interest rate swap agreements with a combined notional value of $100.0 million.
The table below presents the carrying amount of hedged items and cumulative fair value hedging basis adjustments for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | As of December 31, 2024 | | December 31, 2023 |
(Dollars in thousands) | | Balance Sheet Location of Hedged Item | | Carrying Amount of Hedged Assets | | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets | | Carrying Amount of Hedged Assets | | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets |
Interest-rate swaps - loans | | Loans | | $ | 100,305 | | | $ | 305 | | | $ | 100,755 | | | $ | 755 | |
The table below presents the gains (losses) from interest rate derivatives accounted for as fair value hedges and the related hedged items during the periods indicated:
| | | | | | | | | | | | | | | | | | | | |
| | | | Year ended |
(Dollars in thousands) | | Affected Income Statement Line Item | | December 31, 2024 | | December 31, 2023 |
Derivatives designated as fair value hedges: | | | | | | |
Fair value adjustments on derivatives | | Net interest income | | $ | 424 | | | $ | (760) | |
Fair value adjustments on hedged instrument | | Net interest income | | (451) | | | 755 | |
Total | | | | $ | (27) | | | $ | (5) | |
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
Derivatives not subject to hedge accounting
Customer related positions
The Company has a "Back-to-Back Swap" program whereby the Bank enters into an interest-rate swap with qualified commercial banking customers and simultaneously enters into equal and opposite interest-rate swap with a swap counterparty. The customer interest-rate swap agreement allows commercial banking customers to convert a floating-rate loan payment to a fixed-rate payment.
Each Back-to-Back swap consists of two interest-rate swaps (a customer swap and offsetting counterparty swap) and amounted to a total number of two interest-rate swaps outstanding at December 31, 2024 and four outstanding at December 31, 2023. As a result of this offsetting relationship, there were no net gains or losses recognized in income on Back-to-Back swaps during the years ended December 31, 2024, 2023, or 2022.
Interest-rate swaps with the counterparty are subject to master netting agreements, while interest-rate swaps with customers are not. At December 31, 2024 and December 31, 2023, all the back-to-back swaps with the counterparty were in asset positions, therefore there was no netting reflected in the Company's Consolidated Balance Sheets as of the respective dates.
The Company enters into RPAs for which the Company has assumed credit risk for customers' performance under interest-rate swap agreements related to the customers' commercial loan and receives fee income commensurate with the risk assumed. The RPAs and the customers' loan are secured by the same collateral.
Credit-risk-related Contingent Features
By using derivative financial instruments, the Company exposes itself to counterparty credit risk. Credit risk is the risk of failure by the counterparty to perform under the terms of the derivative contract. The credit risk in derivative instruments is mitigated by entering into transactions with highly rated counterparties that management believes to be creditworthy. As of December 31, 2024, the Company had two active interest-rate swap institutional counterparties both of which had investment grade credit ratings.
The Company's interest-rate swaps with counterparties contain credit-risk-related contingent provisions. These provisions provide the counterparty with the right to terminate its derivative positions and require the Company to settle its obligations under the agreements if the Company defaults on certain of its indebtedness.
As of December 31, 2024 and December 31, 2023, the Company had credit risk exposure relating to interest-rate swaps with counterparties of $321 thousand and $492 thousand, respectively, and cash posted by counterparties amounted to $120 thousand and $590 thousand at December 31, 2024 and December 31, 2023, respectively.
The Company has minimum collateral posting thresholds with certain of its derivative counterparties, and as of December 31, 2024 and December 31, 2023, cash collateral posted by the Company amounted to $480 thousand and $570 thousand, respectively.
As of December 31, 2024, the fair value of derivatives related to these agreements was at a net liability position of $11 thousand, which excludes any adjustment for nonperformance risk.
Other Derivative Related Activity
Interest-rate lock commitments related to the origination of mortgage loans that will be sold are considered derivative instruments. The commitments to sell loans are also considered derivative instruments. At December 31, 2024 and December 31, 2023, the estimated fair value of the Company's interest-rate lock commitments and commitments to sell these mortgage loans were deemed immaterial.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
(10)Commitments, Contingencies and Financial Instruments with Off-Balance Sheet Risk and Concentrations of Credit Risk
The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to originate loans, letters of credit, and unadvanced portions of loans and lines of credit.
The instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Consolidated Balance Sheets. The contractual amounts of these instruments reflect the extent of involvement the Company has in the particular classes of financial instruments.
The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments and letters of credit is represented by the contractual amounts of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
Financial instruments with off-balance sheet credit risk at December 31, 2024 and 2023 are as follows:
| | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 |
Commitments to originate loans | | $ | 35,327 | | | $ | 41,326 | |
Commitments to originate residential mortgages loans for sale | | 1,008 | | | — | |
Commitments to sell residential mortgage loans | | 520 | | | 200 | |
Letters of credit | | 20,166 | | | 15,610 | |
Unadvanced portions of commercial real estate loans | | 60,947 | | | 87,943 | |
Unadvanced portions of commercial loans and lines | | 651,658 | | | 633,702 | |
Unadvanced portions of construction loans (commercial & residential) | | 227,545 | | | 540,269 | |
Unadvanced portions of home equity lines | | 163,515 | | | 156,216 | |
Unadvanced portions of consumer loans | | 3,503 | | | 3,679 | |
Commitments to originate loans are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower.
The Company originates residential mortgage loans intended for sale under agreements to sell such loans on an individual loan basis and may retain or sell the servicing when selling the loans. Loans sold are subject to standard secondary market underwriting and eligibility representations and warranties over the life of the loan and are subject to an early payment default period covering the first four payments for certain loan sales.
Letters of credit are conditional commitments issued by the Company to guarantee the financial obligation or performance of a customer to a third-party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. If the letter of credit is drawn upon, a loan is created for the customer, generally a commercial loan, with the same criteria associated with similar commercial loans.
Unadvanced portions of loans and lines of credit represent credit extended to customers but not yet drawn upon and are secured or guaranteed under preexisting loan agreements and credit evaluations having taken into consideration the full commitment amount.
See also Note 9, "Derivatives and Hedging Activities," and Note 1, "Summary of Significant Accounting Policies," under Item (r), "Derivatives," to the Company's consolidated financial statements of this Form 10-K, contained above, for information on the Company's interest-rate lock commitments, interest-rate swaps, and participation in loans originated by third-party banks with potential contingent liabilities.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
There are no material pending legal proceedings to which the Company or its subsidiaries are a party or to which any of its property is subject, other than ordinary and routine litigation incidental to the business of the Company. Management does not believe resolution of any present litigation will have a material adverse effect on the consolidated financial condition or results of operations of the Company.
(11)Comprehensive Income (Loss)
The following table presents a reconciliation of the changes in the components of other comprehensive income (loss) for the dates indicated, including the amount of income tax (expense) benefit allocated to each component of other comprehensive income (loss):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2024 | | Year ended December 31, 2023 |
(Dollars in thousands) | | Pre-Tax | | Tax Expense | | After Tax Amount | | Pre-Tax | | Tax (Expense) Benefit | | After Tax Amount |
Change in fair value of debt securities | | $ | 1,030 | | | $ | (183) | | | $ | 847 | | | $ | 18,838 | | | $ | (4,279) | | | $ | 14,559 | |
Less: net security losses reclassified into non-interest income | | (2) | | | — | | | (2) | | | (2,419) | | | 534 | | | (1,885) | |
Net change in fair value of debt securities | | 1,032 | | | (183) | | | 849 | | | 21,257 | | | (4,813) | | | 16,444 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Total other comprehensive income (loss), net | | $ | 1,032 | | | $ | (183) | | | $ | 849 | | | $ | 21,257 | | | $ | (4,813) | | | $ | 16,444 | |
Information on the Company's accumulated other comprehensive loss, net of tax, is comprised of the following components as of the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2024 | | Year ended December 31, 2023 |
(Dollars in thousands) | | Unrealized Gains (Losses) on Debt Securities | | | | | | Unrealized Gains (Losses) on Debt Securities | | | | |
Accumulated other comprehensive loss - beginning balance | | $ | (79,763) | | | | | | | $ | (96,207) | | | | | |
Total other comprehensive income, net | | 849 | | | | | | | 16,444 | | | | | |
Accumulated other comprehensive loss - ending balance | | $ | (78,914) | | | | | | | $ | (79,763) | | | | | |
(12)Shareholders' Equity
Shares Authorized and Share Issuance
The Company's authorized capital is divided into common stock and preferred stock. The Company is authorized to issue 40,000,000 shares of common stock, with a par value of $0.01 per share, and as of December 31, 2024, shares issued and outstanding amounted to 12,447,308. Holders of common stock are entitled to one vote per share and are entitled to receive dividends if, as and when declared by the Board. Dividend and liquidation rights of the common stock may be subject to the rights of any outstanding preferred stock. The Company is also authorized to issue 1,000,000 shares of preferred stock, with a par value of $0.01 per share. No preferred stock has been issued as of the date of this Form 10-K.
The Company previously had a shareholders' rights plan pursuant to which each share of Company common stock included a right to purchase under certain circumstances a fraction of a share of the Company's Series A Junior Participating Preferred Stock, par value $0.01 per share. In December 2024, the Company amended its shareholders' rights plan to provide for the expiration of such rights on December 7, 2024, effectively terminating the plan.
The Company's stock incentive plans permit the Board to grant, under various terms, stock options (for the purchase of newly issued shares of common stock), common stock, restricted stock awards, restricted stock units and stock appreciation rights to officers and other employees, non-employee directors and consultants. See Note 14, "Stock-Based Compensation," to the Company's consolidated financial statements of this Form 10-K, contained below, for additional information regarding the Company's stock incentive plans.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
Capital
Capital planning by the Company and the Bank considers current needs and anticipated future growth. Ongoing sources of capital include the retention of earnings, less dividends paid, proceeds from the exercise of employee stock options and proceeds from purchases of shares pursuant to the DRSPP. Additional sources of capital for the Company and the Bank have been proceeds from the issuance of common stock and proceeds from the issuance of subordinated debt. The Company believes its current capital is adequate to support ongoing operations.
Management believes, as of December 31, 2024, that the Company and the Bank met all capital adequacy requirements to which they were subject. As of December 31, 2024 and December 31, 2023, the Company met the definition of "well-capitalized" under the applicable Federal Reserve Board regulations and the Bank qualified as "well-capitalized" under the prompt corrective action regulations of Basel III and the FDIC.
The Company's and the Bank's actual capital amounts and ratios are presented as of December 31, 2024 and December 31, 2023 in the tables below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Actual | | Minimum Capital for Capital Adequacy Purposes(1) | | Minimum Capital to be Well-Capitalized(2) |
(Dollars in thousands) | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
As of December 31, 2024 | | | | | | | | | | | | |
The Company | | | | | | | | | | | | |
Total Capital to risk-weighted assets | | $ | 546,283 | | | 13.06 | % | | $ | 334,522 | | | 8.00 | % | | N/A | | N/A |
Tier 1 Capital to risk-weighted assets | | 434,006 | | | 10.38 | % | | 250,892 | | | 6.00 | % | | N/A | | N/A |
Tier 1 Capital to average assets (or Leverage Ratio) | | 434,006 | | | 8.94 | % | | 194,242 | | | 4.00 | % | | N/A | | N/A |
Common Equity Tier 1 Capital to risk-weighted assets | | 434,006 | | | 10.38 | % | | 188,169 | | | 4.50 | % | | N/A | | N/A |
| | | | | | | | | | | | |
The Bank | | | | | | | | | | | | |
Total Capital to risk-weighted assets | | $ | 544,937 | | | 13.03 | % | | $ | 334,522 | | | 8.00 | % | | $ | 418,153 | | | 10.00 | % |
Tier 1 Capital to risk-weighted assets | | 492,475 | | | 11.78 | % | | 250,892 | | | 6.00 | % | | 334,522 | | | 8.00 | % |
Tier 1 Capital to average assets (or Leverage Ratio) | | 492,475 | | | 10.14 | % | | 194,242 | | | 4.00 | % | | 242,802 | | | 5.00 | % |
Common Equity Tier 1 Capital to risk-weighted assets | | 492,475 | | | 11.78 | % | | 188,169 | | | 4.50 | % | | 271,799 | | | 6.50 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Actual | | Minimum Capital for Capital Adequacy Purposes(1) | | Minimum Capital to be Well-Capitalized(2) |
(Dollars in thousands) | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
As of December 31, 2023 | | | | | | | | | | | | |
The Company | | | | | | | | | | | | |
Total Capital to risk-weighted assets | | $ | 511,692 | | | 13.12 | % | | $ | 312,035 | | | 8.00 | % | | N/A | | N/A |
Tier 1 Capital to risk-weighted assets | | 403,224 | | | 10.34 | % | | 234,026 | | | 6.00 | % | | N/A | | N/A |
Tier 1 Capital to average assets (or Leverage Ratio) | | 403,224 | | | 8.74 | % | | 184,471 | | | 4.00 | % | | N/A | | N/A |
Common Equity Tier 1 Capital to risk-weighted assets | | 403,224 | | | 10.34 | % | | 175,520 | | | 4.50 | % | | N/A | | N/A |
| | | | | | | | | | | | |
The Bank | | | | | | | | | | | | |
Total Capital to risk-weighted assets | | $ | 510,645 | | | 13.09 | % | | $ | 312,035 | | | 8.00 | % | | $ | 390,044 | | | 10.00 | % |
Tier 1 Capital to risk-weighted assets | | 461,675 | | | 11.84 | % | | 234,026 | | | 6.00 | % | | 312,035 | | | 8.00 | % |
Tier 1 Capital to average assets (or Leverage Ratio) | | 461,675 | | | 10.01 | % | | 184,471 | | | 4.00 | % | | 230,589 | | | 5.00 | % |
Common Equity Tier 1 Capital to risk-weighted assets | | 461,675 | | | 11.84 | % | | 175,520 | | | 4.50 | % | | 253,528 | | | 6.50 | % |
__________________________________________
(1) Before application of the capital conservation buffer of 2.50%. See discussion below.
(2) For the Bank to qualify as "well-capitalized," it must maintain at least the minimum ratios listed under the regulatory prompt corrective action framework. This framework does not apply to the Company.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The Company is subject to the Basel III capital ratio requirements, which include a "capital conservation buffer" of 2.50% above the regulatory minimum risk-based capital adequacy requirements shown above. If a banking organization dips into its capital conservation buffer it may be restricted in its activities, including its ability to pay dividends and discretionary bonus payments to its executive officers. Both the Company's and the Bank's actual ratios, as outlined in the table above, exceeded the Basel III risk-based capital requirement with the capital conservation buffer as of December 31, 2024.
The Basel III minimum capital ratio requirements as applicable to the Company and the Bank with the capital conservation buffer are summarized in the table below:
| | | | | | | | | | | | | | | | | | | | |
| | Basel III Minimum for Capital Adequacy Purposes | | Basel III Additional Capital Conservation Buffer | | Basel III "Adequate" Ratio with Capital Conservation Buffer |
Total Capital to RWA | | 8.00% | | 2.50% | | 10.50% |
Tier 1 Capital to RWA | | 6.00% | | 2.50% | | 8.50% |
Tier 1 Capital to AA, or Leverage Ratio | | 4.00% | | N/A | | 4.00% |
Common equity tier 1 capital to RWA | | 4.50% | | 2.50% | | 7.00% |
Failure to meet minimum capital requirements can initiate or result in certain mandatory and possibly additional discretionary supervisory actions by regulators that, if undertaken, could have a material adverse effect on the Company's consolidated financial statements. Under applicable capital adequacy requirements and the regulatory framework for prompt corrective action applicable to the Bank, the Company must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company's capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
See also "Supervision and Regulation," contained in Item 1, "Business," of this Form 10-K for further information on the Company's Basel III and capital requirements.
Dividends
For the year ended December 31, 2024, the Company declared $11.9 million in cash dividends and shareholders utilized the dividend reinvestment portion of the DRSPP to purchase an aggregate of 54,698 shares of the Company's common stock totaling $1.6 million. For the year ended December 31, 2023, the Company declared $11.2 million in cash dividends and shareholders utilized the dividend reinvestment portion of the DRSPP to purchase 50,443 shares of the Company's common stock totaling $1.5 million. For the year ended December 31, 2022, the Company declared $9.9 million in cash dividends and shareholders utilized the dividend reinvestment portion of the DRSPP to purchase 40,640 shares of the Company's common stock totaling $1.4 million. See "Shares Authorized and Share Issuance" above in this Note 12 of this Form 10-K for more information on the DRSPP, including the direct stock purchase component of the plan.
(13)Employee Benefit Plans
Defined Contribution Plans
The Company has a 401(k) defined contribution employee benefit plan. The 401(k) plan allows eligible employees to contribute a percentage of their earnings to the plan. A portion of an employee's contribution, as determined by the Compensation and Human Resources Committee of the Board of Directors, is matched by the Company. During the years ended December 31, 2024, 2023 and 2022 the Company's percentage match was 70% up to the first 6% contributed by the employee.
All eligible employees, at least 18 years of age and completing 1 hour of service, may participate in the 401(k) plan. Vesting for the Company's 401(k) retirement plan matching contribution is based on years of service with participants becoming 25% vested on the anniversary of their hire date and each subsequent year until they are 100% vested following four years of service. Unvested amounts not distributed to an employee following termination of employment are used to offset plan expenses and the Company's matching contributions.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The Company's expense for the 401(k) plan match was $2.2 million, $2.1 million and $1.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Additionally, the Company maintains the Enterprise Bank Supplemental Executive Retirement and Deferred Compensation Plan. The plan is unfunded and is maintained for the purpose of providing deferred compensation to a certain group of management employees. Total expenses for the deferred compensation plan were $149 thousand and $315 thousand for the years ended December 31, 2024 and 2023, respectively.
Supplemental Employee Retirement Plan
The Company has salary continuation agreements with two of its current executive officers and one former executive officer. These salary continuation agreements provide for predetermined fixed-cash supplemental retirement benefits to be provided for a period of 20 years after each individual reaches a defined "benefit age." The individuals covered under the SERP have reached the defined benefit age and are receiving payments under the SERP. Additionally, the Company has not recognized service costs in the current or prior year as each officer had previously attained their individually defined benefit age and was fully vested under the SERP.
This non-qualified plan represents a direct liability of the Company, and as such, the Company has no specific assets set aside to settle the benefit obligation. The aggregate amount accrued, or the "accumulated benefit obligation," is equal to the present value of the benefits to be provided to the employee or any beneficiary. Because the Company's benefit obligations provide for predetermined fixed-cash payments, the Company does not have any unrecognized costs to be included as a component of accumulated other comprehensive income.
The amounts charged to expense for the SERP are included in the table below. The Company anticipates accruing an additional $49 thousand to the SERP for the year ending December 31, 2025.
The following table provides a reconciliation of the changes in the supplemental retirement benefit obligation and the net periodic benefit cost for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Reconciliation of benefit obligation: | | | | | | |
Benefit obligation at beginning of year | | $ | 1,192 | | | $ | 1,420 | | | $ | 1,708 | |
Net periodic benefit cost: | | | | | | |
Interest cost | | 61 | | | 69 | | | 74 | |
Actuarial gain | | (7) | | | (21) | | | (86) | |
Net periodic benefit costs | | $ | 54 | | | $ | 48 | | | $ | (12) | |
| | | | | | |
Benefits paid | | (276) | | | (276) | | | (276) | |
Benefit obligation at end of year | | $ | 970 | | | $ | 1,192 | | | $ | 1,420 | |
| | | | | | |
Funded status: | | | | | | |
Accrued liability as of December 31 | | $ | (970) | | | $ | (1,192) | | | $ | (1,420) | |
| | | | | | |
Discount rate used for benefit obligation(1) | | 5.50 | % | | 5.25 | % | | 4.75 | % |
__________________________________________
(1)Management utilizes the Moody's 20-year AA corporate bond rates to establish the reasonableness of the discount rate used. The Company reviews and periodically updates the discount rate to reflect changes in bond market rates. The impact of the discount rate change is reflected as the actuarial gain or loss.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
SERP benefits expected to be paid in each of the next five years and in the aggregate five years thereafter:
| | | | | | | | |
(Dollars in thousands) | | Payments |
2025 | | $ | 276 | |
2026 | | 276 | |
2027 | | 276 | |
2028 | | 165 | |
2029 | | 95 | |
2030-2034 | | 24 | |
Supplemental Life Insurance
The Company has provided supplemental life insurance benefits to certain executive and senior officers through split-dollar life insurance and a death benefit only plan. See Item (l), "Bank Owned Life Insurance," in Note 1, "Summary of Significant Accounting Policies," to the Company's consolidated financial statements of this Form 10-K, contained above, for further information regarding BOLI.
The split-dollar arrangements provide a death benefit to the officer's designated beneficiaries that extend to post-retirement periods and the Company has recognized a liability for post-retirement cost of insurance related to these plans. The employee benefit related to the death benefit only plans terminates when the employee is no longer employed by the Company.
These non-qualified plans represent a direct liability of the Company, and, as such, the Company has no specific assets set aside to settle the benefit obligation. The funded status of the split dollar plan represents the "accumulated post-retirement benefit obligation," which is the present value of the post-retirement cost of insurance associated with this arrangement."
The following table provides a reconciliation of the changes in the post-retirement supplemental life insurance plan obligation and the net periodic benefit cost for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Reconciliation of benefit obligation: | | | | | | |
Benefit obligation at beginning of year | | $ | 2,277 | | $ | 2,358 | | $ | 2,620 |
Net periodic benefit cost: | | | | | | |
Service cost | | (32) | | (29) | | (26) |
Interest cost | | 124 | | 115 | | 105 |
Actuarial gain | | (25) | | (167) | | (341) |
Total net period cost | | $ | 67 | | $ | (81) | | $ | (262) |
Benefit obligation at end of year | | $ | 2,344 | | $ | 2,277 | | $ | 2,358 |
| | | | | | |
Funded status: | | | | | | |
Accrued liability as of December 31 | | $ | (2,344) | | $ | (2,277) | | $ | (2,358) |
| | | | | | |
Discount rate used for benefit obligation(1) | | 5.50 | % | | 5.25 | % | | 4.75 | % |
__________________________________________
(1) Management utilizes the Moody's 20-year AA corporate bond rates to establish the reasonableness of the discount rate used. The Company reviews and periodically updates the discount rate to reflect changes in bond market rates. The impact of the discount rate change is reflected as the actuarial gain or loss.
The amounts charged to expense for supplemental life insurance are included in the table above. The Company anticipates a credit of approximately $34 thousand to the plan for the year ending December 31, 2025.
(14)Stock-Based Compensation
The Company currently has one active stock incentive plan: The Enterprise Bancorp, Inc. 2016 Stock Incentive Plan, as amended.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The Company's stock-based compensation expense related to these plans includes stock options and stock awards to officers and other employees included in salary and benefits expense, and stock awards and stock compensation in lieu of cash fees to non-employee directors both included in other operating expenses.
Total stock-based compensation expense was $2.3 million for each of the years ended December 31, 2024, 2023 and 2022. The total tax benefit recognized related to the stock-based compensation expense was $649 thousand, $637 thousand, and $651 thousand for the years ended December 31, 2024, 2023 and 2022, respectively.
The Company recorded a tax expense associated with employee exercises and vesting of stock compensation amounting to $60 thousand for the year ended December 31, 2024 compared to a tax benefit of $108 thousand and $147 thousand for the years ended December 31, 2023, and 2022, respectively.
Stock Option Awards
Stock options granted generally vest 50% in year two and 50% in year four, on or about the anniversary date of the awards. Under the terms of the plans, stock options may not be granted at less than 100% of the fair market value of the shares on the date of grant and may not have a term of more than 10 years.
The Company utilizes the Black-Scholes option valuation model in order to determine the per share grant date fair value of stock option grants.
The Company issued no stock options during the year ended December 31, 2024 and December 31, 2023.
The expected volatility is the anticipated variability in the Company's share price over the expected life of the stock option and is based on the Company's historical volatility.
The expected dividend yield is the Company's projected dividends based on historical annualized dividend yield to coincide with volatility divided by its share price at the date of grant.
The expected life represents the period of time that the stock option is expected to be outstanding. The Company utilized the simplified method, under which the expected term equals the vesting term plus the contractual term divided by two.
The risk-free interest rate is based on the U.S. Department of the Treasury rate in effect at the time of grant for a period equivalent to the expected life of the stock option.
Stock option transactions during the year ended December 31, 2024 are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands, except per share data) | | Options | | Weighted Average Exercise Price Per Share | | Weighted Average Remaining Life in Years | | Aggregate Intrinsic Value |
Outstanding December 31, 2023 | | 162,539 | | | $ | 28.07 | | | 4.2 | | $ | 824 | |
Granted | | — | | | — | | | | | |
Exercised | | 36,094 | | | 22.65 | | | | | |
Forfeited/Expired | | 632 | | | 35.81 | | | | | |
Outstanding December 31, 2024 | | 125,813 | | | $ | 29.58 | | | 3.9 | | $ | 1,253 | |
| | | | | | | | |
Vested and Exercisable at December 31, 2024 | | 112,802 | | | $ | 28.89 | | | 3.6 | | $ | 1,201 | |
The intrinsic value of stock options vested and exercisable represents the total pretax value that would have been received by the stock option holders had all in-the-money vested stock option holders exercised their options on December 31, 2024. At December 31, 2024, 112,802 of the vested and exercisable stock options were in-the money.
Cash received from stock option exercises amounted to $363 thousand, $180 thousand, and $118 thousand during the years ended December 31, 2024, 2023 and 2022, respectively. The total intrinsic value of stock options exercised amounted to $337 thousand, $563 thousand and $93 thousand during the years ended December 31, 2024, 2023 and 2022, respectively. Cash paid
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
by the Company for the net settlement of stock options to cover employee tax obligations amounted to $62 thousand, $153 thousand and $8 thousand during the years ended December 31, 2024, 2023 and 2022, respectively.
Stock option activity during the year ended December 31, 2024 for unvested options are summarized as follows:
| | | | | | | | | | | | | | |
Unvested Options | | Options | | Weighted Average Grant Date Fair Value |
Unvested December 31, 2023 | | 36,378 | | | $ | 11.94 | |
Granted | | — | | | — | |
Vested | | 22,735 | | | 11.21 | |
Forfeited | | 632 | | | 35.81 | |
Unvested December 31, 2024 | | 13,011 | | | $ | 13.15 | |
The total fair value of stock options vested (based on grant date fair value) during the years ended December 31, 2024, 2023 and 2022 was $255 thousand, $204 thousand, and $186 thousand, respectively.
Compensation expense recognized in association with the stock option awards amounted to $130 thousand, $175 thousand and $206 thousand for the years ended December 31, 2024, 2023 and 2022, respectively. The total tax benefit recognized related to the stock option expense was $36 thousand, $49 thousand and $58 thousand for the years ended December 31, 2024, 2023 and 2022, respectively.
As of December 31, 2024, there was $64 thousand of unrecognized stock-based compensation expense related to non-vested stock options. That cost is expected to be recognized over the remaining weighted average vesting period of 1.1 years.
Restricted Stock Awards
Restricted stock awards are granted at the market price of the Company's common stock on the date of the grant. Employee restricted stock awards generally vest over four years in equal portions beginning on or about the first anniversary date of the restricted stock award or are performance based restricted stock awards that vest upon the Company achieving certain predefined performance objectives. Non-employee director restricted stock awards generally vest over two years in equal portions beginning on or about the first anniversary date of the restricted stock award.
The table below provides a summary of restricted stock awards granted during the years indicated:
| | | | | | | | | | | | | | | | | | | | |
Restricted Stock Awards (number of underlying shares) | | 2024 | | 2023 | | 2022 |
Two-year vesting | | 17,122 | | | 9,915 | | | 8,823 | |
Four-year vesting | | 78,582 | | | 32,719 | | | 22,147 | |
Performance-based vesting | | 26,338 | | | 31,270 | | | 22,254 | |
Total restricted stock awards | | 122,042 | | | 73,904 | | | 53,224 | |
| | | | | | |
Weighted average grant date fair value | | $ | 24.68 | | | $ | 32.04 | | | $ | 38.57 | |
The restricted stock awards allow for the non-forfeitable receipt of dividends, and the voting of all shares, whether or not vested, throughout the vesting periods at the same proportional level as common shares outstanding.
Upon vesting, restricted stock awards may be net settled to cover payment for employee tax obligations, resulting in shares of common stock being reacquired by the Company. During the years ended December 31, 2024, 2023 and 2022 the Company paid $347 thousand, $294 thousand and $425 thousand, respectively, to net settle the vesting of restricted stock awards to cover employee tax obligations.
Any shares that are returned to the Company prior to vesting or as payment for employee tax obligations upon vesting shall remain available for issuance under such plan, while the plan is still effective.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The following table sets forth a summary of the activity for the Company's restricted stock awards:
| | | | | | | | | | | | | | |
| | Restricted Stock | | Weighted Average Grant Price Per Share |
Unvested December 31, 2023 | | 130,039 | | | $ | 33.75 | |
Granted | | 122,042 | | | 24.68 | |
Vested/released | | 58,542 | | | 33.67 | |
Forfeited | | 16,968 | | | 28.21 | |
Unvested December 31, 2024 | | 176,571 | | | $ | 28.04 | |
Stock-based compensation expense recognized in association with the restricted stock awards amounted to $2.0 million for the year ended December 31, 2024 and $1.9 million for both of the years ended December 31, 2023 and 2022. The total tax benefit recognized related to restricted stock award compensation expense was $559 thousand, $527 thousand and $522 thousand for the years ended December 31, 2024, 2023 and 2022, respectively.
As of December 31, 2024, there remained $3.1 million of unrecognized compensation expense related to the restricted stock awards. That cost is expected to be recognized over the remaining weighted average vesting period of 2.3 years.
The total fair value of restricted stock awards vested (based on grant date fair value) during the years ended December 31, 2024, 2023 and 2022 was $2.0 million, $1.6 million and $1.8 million, respectively.
Stock in Lieu of Directors' Fees
In addition to the restricted stock awards discussed above, non-employee members of the Company's Board may opt to receive newly issued shares of the Company's common in stock in lieu of cash compensation for attendance at Board and Board Committee meetings. These shares are valued based on the Company's average quarterly close price and are issued in January of the following year.
Stock in lieu of directors' fees expense was $190 thousand for the year ended December 31, 2024, which represented 6,515 shares issued in January of 2025, $218 thousand for the year ended December 31, 2023, which represented 7,224 shares issued in January of 2024, and $254 thousand for the year ended December 31, 2022, which represented 7,265 shares issued in January of 2023. The total tax benefit recognized related to the stock in lieu of directors' fees for meeting attendance was $54 thousand, $61 thousand and $71 thousand for the years ended December 31, 2024, 2023 and 2022, respectively.
(15) Income Taxes
The components of income tax expense for the years ended December 31, were calculated using the asset and liability method as follows:
| | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Current expense: | | | | | | |
Federal | | $ | 9,185 | | | $ | 10,424 | | | $ | 11,996 | |
State | | 3,821 | | | 4,763 | | | 4,606 | |
Total current expense | | 13,006 | | | 15,187 | | | 16,602 | |
Deferred benefit: | | | | | | |
Federal | | 71 | | | (1,425) | | | (2,027) | |
State | | (184) | | | (575) | | | (1,145) | |
Total deferred benefit | | (113) | | | (2,000) | | | (3,172) | |
Total income tax expense | | $ | 12,893 | | | $ | 13,187 | | | $ | 13,430 | |
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The provision for income taxes differs from the amount computed by applying the statutory U.S. federal income tax rate of 21% for 2024, 2023 and 2022 to income before taxes as follows:
| | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Computed income tax expense at statutory rate | | $ | 10,842 | | $ | 10,761 | | $ | 11,791 |
State income taxes, net of federal tax benefit | | 2,873 | | 3,309 | | 2,734 |
Tax-exempt income, net of disallowance | | (680) | | (758) | | (804) |
Bank-owned life insurance income, net | | (420) | | (265) | | (252) |
| | | | | | |
Tax expense (benefit) from stock compensation | | 60 | | (108) | | (147) |
New market tax credit | | (135) | | (135) | | — |
Other | | 353 | | 383 | | 108 |
Total income tax expense | | $ | 12,893 | | $ | 13,187 | | $ | 13,430 |
| | | | | | |
Effective income tax rate | | 25.0 | % | | 25.7 | % | | 23.9 | % |
At December 31, the tax effects of each type of income and expense item that give rise to deferred taxes are as follows:
| | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 |
Deferred tax asset: | | | | |
Allowance for credit losses | | $ | 18,826 | | | $ | 18,278 | |
Depreciation | | 3,678 | | | 3,524 | |
Net unrealized losses on equity securities | | — | | | 51 | |
Net unrealized losses on debt securities | | 22,922 | | | 23,105 | |
| | | | |
Supplemental employee retirement plans | | 269 | | | 330 | |
Deferred compensation and benefits | | 3,926 | | | 3,976 | |
Non-accrual interest | | 1,800 | | | 1,608 | |
Stock-based compensation expense | | 823 | | | 878 | |
Lease liability | | 6,614 | | | 6,757 | |
| | | | |
| | | | |
Other | | 101 | | | 6 | |
Total | | 58,959 | | | 58,513 | |
| | | | |
Deferred tax liability: | | | | |
Goodwill | | 1,568 | | | 1,564 | |
Net unrealized gains on equity securities | | 219 | | | — | |
| | | | |
Deferred origination costs | | 1,238 | | | 848 | |
Lease ROU asset | | 6,690 | | | 6,862 | |
Other | | 148 | | | 73 | |
Total | | 9,863 | | | 9,347 | |
| | | | |
Net deferred tax asset | | $ | 49,096 | | | $ | 49,166 | |
Management believes based upon positive historical and expected future earnings that it is more likely than not the Company will generate sufficient taxable income to realize the deferred tax asset existing at December 31, 2024. However, factors beyond management's control, such as the general state of the economy, can affect future levels of taxable income and there can be no assurances that sufficient taxable income will be generated to fully realize the deferred tax assets in the future.
The Company paid total estimated income taxes during the years ended December 31, 2024, 2023 and 2022 of $13.5 million, $15.6 million and $17.0 million, respectively.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The Company had no unrecognized tax benefits accrued as income tax liabilities or receivables or as deferred tax items at December 31, 2024, or December 31, 2023. The Company is generally subject to examinations by taxing authorities for the prior three tax years.
The Company invests in qualified affordable housing projects as a limited partner. As of December 31, 2024, and December 31, 2023, the Company recognized no Federal Low Income Housing tax credits. As of December 31, 2024 the Company had no remaining tax credits related to these Federal Low Income Housing Tax Credit program to be realized. For the year ended December 31, 2022, the Company recognized $36 thousand in Federal Low Income Housing tax credits.
In March 2023, the Bank made an equity contribution to its wholly owned subsidiary, the NMTC Investment Fund, in order to invest in a local NMTC project. The Bank invested $3.7 million in the Investment Fund and anticipates receiving $4.8 million of federal tax credits over seven years. The investment is accounted for using the proportional amortization method and will be amortized over seven years, which represents the period that the tax credits and other tax benefits will be utilized. The investment is carried within the line "Prepaid expenses and other assets" on the Company's Consolidated Balance Sheet and the investment amortization expense and tax credits are presented on a net basis within the line "Provision for income taxes" on the Company's Consolidated Statements of Income. During the year ended December 31, 2024, the related amortization expense amounted to $478 thousand and the related tax credits amounted to $613 thousand.
(16)Earnings per Share
The table below presents the increase in average shares outstanding, using the treasury stock method, for the diluted earnings per share calculation for the years indicated:
| | | | | | | | | | | | | | | | | | | | |
| | 2024 | | 2023 | | 2022 |
Basic weighted average common shares outstanding | | 12,386,669 | | | 12,223,626 | | | 12,103,033 | |
Dilutive shares | | 11,393 | | | 20,410 | | | 46,744 | |
Diluted weighted average common shares outstanding | | 12,398,062 | | | 12,244,036 | | | 12,149,777 | |
There were 74,538, 61,425 and 34,291 stock options outstanding at December 31, 2024, 2023 and 2022, respectively, that were determined to be anti-dilutive and therefore excluded from the calculation of dilutive shares for the years ended December 31, 2024, 2023 and 2022. These stock options, which were not dilutive at that date, may potentially dilute earnings per share in the future.
The Company may issue stock options and restricted stock awards to officers and other employees and restricted stock awards and stock compensation in lieu of cash fees to non-employee directors. The restricted stock awards allow for the non-forfeitable receipt of dividends, and the voting of all shares, whether or not vested, throughout the vesting periods at the same proportional level as common shares outstanding. The unvested restricted stock awards are the Company's only participating securities and are included in shares outstanding. Unvested participating restricted awards amounted to 176,571 shares and 130,039 shares as of December 31, 2024 and December 31, 2023, respectively.
(17) Fair Value Measurements
The FASB defines the fair value of an asset or liability to be the price which a seller would receive in an orderly transaction between market participants (an exit price) and also establishes a fair value hierarchy segregating fair value measurements using three levels of inputs: (Level 1) quoted market prices in active markets for identical assets or liabilities; (Level 2) significant other observable inputs, including quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs such as interest rates and yield curves, volatilities, prepayment speeds, credit risks and default rates which provide a reasonable basis for fair value determination or inputs derived principally from observed market data; and (Level 3) significant unobservable inputs for situations in which there is little, if any, market activity for the asset or liability. Unobservable inputs must reflect reasonable assumptions that market participants would use in pricing the asset or liability, which are developed based on the best information available under the circumstances.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The following tables summarize significant assets and liabilities carried at fair value and placement in the fair value hierarchy at the dates specified:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 |
| | | | Fair Value Measurements Using: |
(Dollars in thousands) | | Fair Value | | (Level 1) | | (Level 2) | | (Level 3) |
Assets measured on a recurring basis: | | | | | | | | |
Debt securities | | $ | 583,930 | | | $ | — | | | $ | 583,930 | | | $ | — | |
Equity securities | | 9,665 | | | 9,665 | | | — | | | — | |
FHLB stock | | 7,093 | | | — | | | 7,093 | | | — | |
Interest-rate swaps | | 321 | | | — | | | 321 | | | — | |
Assets measured on a non-recurring basis: | | | | | | | | |
Individually evaluated loans (collateral dependent) | | $ | 12,647 | | | $ | — | | | $ | — | | | $ | 12,647 | |
| | | | | | | | |
Liabilities measured on a recurring basis: | | | | | | | | |
Interest-rate swaps | | $ | 657 | | | $ | — | | | $ | 657 | | | $ | — | |
RPA sold | | 25 | | | — | | | 25 | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 |
| | | | Fair Value Measurements Using: |
(Dollars in thousands) | | Fair Value | | (Level 1) | | (Level 2) | | (Level 3) |
Assets measured on a recurring basis: | | | | | | | | |
Debt securities | | $ | 661,113 | | | $ | — | | | $ | 661,113 | | | $ | — | |
Equity securities | | 7,058 | | | 7,058 | | | — | | | — | |
FHLB stock | | 2,402 | | | — | | | 2,402 | | | — | |
Interest-rate swaps | | 630 | | | — | | | 630 | | | — | |
Assets measured on a non-recurring basis: | | | | | | | | |
Individually evaluated loans (collateral dependent) | | $ | 1,595 | | | $ | — | | | $ | — | | | $ | 1,595 | |
| | | | | | | | |
| | | | | | | | |
Liabilities measured on a recurring basis: | | | | | | | | |
Interest-rate swaps | | $ | 1,390 | | | $ | — | | | $ | 1,390 | | | $ | — | |
RPA sold | | 65 | | | | | 65 | | | |
The Company did not transfer any assets between the fair value measurement levels during the years ended December 31, 2024 or December 31, 2023.
All of the Company's debt securities are considered "available-for-sale" and are carried at fair value. The debt security category above may include federal agency obligations, U.S. Treasury securities, commercial and residential federal agency MBS, municipal securities, corporate bonds, and CDs, as held at those dates. The Company utilizes third-party pricing vendors to provide valuations on its debt securities. Fair values provided by the vendors were generally determined based upon pricing matrices utilizing observable market data inputs for similar or benchmark securities in active markets and/or based on a matrix pricing methodology which employs The Bond Market Association's standard calculations for cash flow and price/yield analysis, live benchmark bond pricing and terms/condition data available from major pricing sources. Therefore, management regards the inputs and methods used by third-party pricing vendors to be "Level 2 inputs and methods" as defined in the "fair value hierarchy." The Company periodically obtains a second price from an impartial third-party on debt securities to assess the reasonableness of prices provided by the primary independent pricing vendor.
The Company's equity securities portfolio fair value is measured based on quoted market prices for the shares; therefore, these securities are categorized as Level 1 within the fair value hierarchy.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The Bank is required to purchase FHLB stock at par value in association with advances from the FHLB. The stock is issued, redeemed, repurchased, and transferred by the FHLB only at their fixed par value. This stock is classified as a restricted investment and carried at FHLB par value which management believes approximates fair value; therefore, these securities are categorized as Level 2 measures.
The fair values of derivative assets and liabilities, which are comprised of back-to-back swaps and risk participation agreements, represent a Level 2 measurement and are based on settlement values adjusted for credit risks and observable market interest-rate curves. The settlement values are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative, reflecting the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest-rate curves. Credit risk adjustments consider factors such as the likelihood of default by the Company and its counterparties, its net exposures and remaining contractual life. The change in value of derivative assets and liabilities attributable to credit risk was not significant during the reported periods.
The fair value of individually evaluated collateral dependent loan balances in the table above represent those collateral dependent commercial loans where management has estimated the probable credit loss by comparing the loan's carrying value against the expected realizable fair value of the collateral (appraised value, or internal analysis, less estimated cost to sell, adjusted as necessary for changes in relevant valuation factors subsequent to the measurement date). Certain inputs used in these assessments, and possible subsequent adjustments, are not always observable, and therefore, collateral dependent loans are categorized as Level 3 within the fair value hierarchy. A specific allowance is assigned to the collateral dependent loan for the amount of management's estimated probable credit loss. The specific allowances assigned to the collateral dependent individually evaluated loans amounted to $6.2 million at December 31, 2024, compared to $2.8 million at December 31, 2023.
Letters of credit are conditional commitments issued by the Company to guarantee the financial obligation or performance of a customer to a third-party. The fair value of these commitments was estimated to be the fees charged to enter into similar agreements, and accordingly these fair value measures are deemed to be FASB Level 2 measurements. In accordance with the FASB, the estimated fair values of these commitments are carried on the Consolidated Balance Sheet as a liability and amortized to income over the life of the letters of credit, which are typically one year. The estimated fair value of these commitments carried on the Consolidated Balance Sheets at December 31, 2024 and December 31, 2023 were deemed immaterial.
Interest-rate lock commitments related to the origination of mortgage loans that will be sold are considered derivative instruments. The commitments to sell loans are also considered derivative instruments. The Company generally does not pool mortgage loans for sale, but instead sells the loans on an individual basis. To reduce the net interest rate exposure arising from its loan sale activity, the Company enters into the commitment to sell these loans at essentially the same time that the interest-rate lock commitment is quoted on the origination of the loan. The Company estimates the fair value of these derivatives based on current secondary mortgage market prices. These commitments are accounted for in accordance with FASB guidance. The fair values of the Company's derivative instruments are deemed to be FASB Level 2 measurements. At December 31, 2024 and December 31, 2023, the estimated fair value of the Company's interest-rate lock commitments and commitments to sell these mortgage loans were deemed immaterial.
The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis for which the Company utilized Level 3 inputs (significant unobservable inputs for situations in which there is little, if any, market activity for the asset or liability) to determine fair value as of December 31, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value | | | | | | |
(Dollars in thousands) | | December 31, 2024 | | December 31, 2023 | | Valuation Technique | | Unobservable Input | | Unobservable Input Value or Range |
Assets measured on a non-recurring basis: | | | | | | | | |
Individually evaluated loans (collateral dependent) | | $ | 12,647 | | | $ | 1,595 | | | Appraisal of collateral | | Appraisal adjustments(1) | | 15% - 75% |
__________________________________________
(1) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.
Estimated Fair Values of Assets and Liabilities
In addition to disclosures regarding the measurement of assets and liabilities carried at fair value on the Consolidated Balance Sheet, the Company is also required to disclose fair value information about financial instruments for which it is practicable to estimate that value, whether or not recognized on the Consolidated Balance Sheet.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
The carrying values, estimated fair values and placement in the fair value hierarchy of the Company's financial instruments for which fair value is only disclosed but not recognized on the Consolidated Balance Sheets at the dates indicated are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 |
| | | | Fair Value Measurement |
(Dollars in thousands) | | Carrying Amount | | Fair Value | | Level 1 Inputs | | Level 2 Inputs | | Level 3 Inputs |
Financial assets: | | | | | | | | | | |
Loans held for sale | | $ | 520 | | | $ | 516 | | | $ | — | | | $ | 516 | | | $ | — | |
Loans, net | | 3,919,400 | | | 3,788,194 | | | — | | | — | | | 3,788,194 | |
Financial liabilities: | | | | | | | | | | |
CDs | | 685,219 | | | 684,897 | | | — | | | 684,897 | | | — | |
Borrowed funds | | 153,136 | | | 151,800 | | | — | | | 151,800 | | | — | |
Subordinated debt | | 59,815 | | | 62,417 | | | — | | | 62,417 | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 |
| | | | Fair Value Measurement |
(Dollars in thousands) | | Carrying Amount | | Fair Value | | Level 1 Inputs | | Level 2 Inputs | | Level 3 Inputs |
Financial assets: | | | | | | | | | | |
Loans held for sale | | $ | 200 | | | $ | 201 | | | $ | — | | | $ | 201 | | | $ | — | |
Loans, net | | 3,508,636 | | | 3,353,968 | | | — | | | — | | | 3,353,968 | |
Financial liabilities: | | | | | | | | | | |
CDs | | 521,076 | | | 518,928 | | | — | | | 518,928 | | | — | |
| | | | | | | | | | |
Borrowed funds | | 25,768 | | | 24,081 | | | — | | | 24,081 | | | — | |
Subordinated debt | | 59,498 | | | 55,572 | | | — | | | 55,572 | | | — | |
Excluded from the tables above are certain financial instruments with carrying values that approximated their fair value at the dates indicated, as they were short-term in nature or payable on demand. These include cash and cash equivalents, accrued interest and non-term deposit accounts. The respective carrying values of these instruments would all be classified within Level 1 of their fair value hierarchy.
Also excluded from these tables are the fair values of commitments for unused portions of lines of credit and commitments to originate loans that were short-term, at current market rates and estimated to have no significant change in fair value.
(18)Supplemental Cash Flow Information
The supplemental cash flow information for the years indicated is as follows:
| | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Supplemental financial data: | | | | | | |
Cash paid for: interest | | $ | 78,029 | | | $ | 45,296 | | | $ | 8,647 | |
Cash paid for: estimated income taxes | | 13,517 | | | 15,610 | | | 16,983 | |
Cash paid for: lease liability | | 1,450 | | | 1,412 | | | 1,380 | |
Supplemental schedule of non-cash activity: | | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
ROU lease assets: operating leases(1) | | 32 | | | 611 | | | 31 | |
_________________________________________
(1)Represents net new ROU lease assets added in the periods indicated.
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
(19)Condensed Parent Company Only Financial Statements
Balance Sheets
| | | | | | | | | | | | | | |
| | December 31, |
(Dollars in thousands, except per share data) | | 2024 | | 2023 |
Assets | | | | |
Cash | | $ | 2,357 | | | $ | 2,089 | |
Investment in subsidiaries | | 419,658 | | | 387,978 | |
| | | | |
Total assets | | $ | 422,015 | | | $ | 390,067 | |
Liabilities and Shareholders' Equity | | | | |
Liabilities | | | | |
Subordinated debt | | $ | 59,815 | | | $ | 59,498 | |
Accrued interest payable | | 1,444 | | | 1,444 | |
Other liabilities | | 8 | | | 8 | |
Total liabilities | | 61,267 | | | 60,950 | |
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, 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 | | $ | 422,015 | | | $ | 390,067 | |
Statements of Income
| | | | | | | | | | | | | | | | | | | | |
| | For the years ended December 31, |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Equity in undistributed net income of subsidiaries | | $ | 30,801 | | | $ | 30,315 | | | $ | 36,701 | |
Dividends distributed by subsidiaries | | 10,600 | | | 10,200 | | | 8,900 | |
| | | | | | |
| | | | | | |
Total income | | 41,401 | | | 40,515 | | | 45,601 | |
Interest expense | | 3,467 | | | 3,467 | | | 3,352 | |
Other operating expenses | | 268 | | | 347 | | | 270 | |
Total operating expenses | | 3,735 | | | 3,814 | | | 3,622 | |
Income before income taxes | | 37,666 | | | 36,701 | | | 41,979 | |
Benefit from income taxes | | (1,067) | | | (1,357) | | | (737) | |
Net income | | $ | 38,733 | | | $ | 38,058 | | | $ | 42,716 | |
ENTERPRISE BANCORP, INC.
Notes to the Consolidated Financial Statements
Statements of Cash Flows
| | | | | | | | | | | | | | | | | | | | |
| | For the years ended December 31, |
(Dollars in thousands) | | 2024 | | 2023 | | 2022 |
Cash flows from operating activities: | | | | | | |
Net income | | $ | 38,733 | | | $ | 38,058 | | | $ | 42,716 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Equity in undistributed net income of subsidiaries | | (30,801) | | | (30,315) | | | (36,701) | |
Payment from subsidiary bank for stock compensation expense | | 2,335 | | | 2,305 | | | 2,315 | |
Changes in: | | | | | | |
Net (increase) decrease in other assets | | (30) | | | (253) | | | 205 | |
Net increase in other liabilities | | 317 | | | 322 | | | 202 | |
Net cash provided by operating activities | | 10,554 | | | 10,117 | | | 8,737 | |
Cash flows from investing activities: | | | | | | |
Investment in subsidiary | | — | | | — | | | — | |
Net cash used in investing activities | | — | | | — | | | — | |
Cash flows from financing activities: | | | | | | |
| | | | | | |
| | | | | | |
Cash dividends paid, net of dividend reinvestment plan | | (10,277) | | | (9,734) | | | (8,521) | |
Proceeds from issuance of common stock | | 37 | | | 44 | | | 47 | |
Net settlement for employee tax withholding on restricted stock and options | | (409) | | | (447) | | | (433) | |
Net proceeds from exercise of stock options | | 363 | | | 180 | | | 118 | |
| | | | | | |
Net cash used in financing activities | | (10,286) | | | (9,957) | | | (8,789) | |
Net increase (decrease) in cash and cash equivalents | | 268 | | | 160 | | | (52) | |
Cash at beginning of year | | 2,089 | | | 1,929 | | | 1,981 | |
Cash at end of year | | $ | 2,357 | | | $ | 2,089 | | | $ | 1,929 | |
The Parent Company's Statements of Comprehensive Income and Statements of Changes in Shareholders' Equity are identical to the Consolidated Statements of Comprehensive Income and the Consolidated Statements of Changes in Shareholders' Equity and therefore are not presented here.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Enterprise Bancorp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Enterprise Bancorp, Inc. and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 7, 2025, expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for Credit Losses for Loans
As described in Notes 1 and 4 of the consolidated financial statements, the Company’s allowance for credit losses for loans totaled $63.5 million as of December 31, 2024. The general reserve for larger groups of homogeneous loans collectively evaluated is evaluated on a pool basis where similar risk characteristics exist. Those loans that do not share similar risk characteristics are evaluated on an individual basis. The general reserve is comprised of a quantitative reserve based on the Company’s historical loss experience, a qualitative reserve based on management’s evaluation of several judgmental qualitative or environmental factors, and economic forecasts over the estimated life of the loan pools. The qualitative or environmental factors used by the Company include considerations such as commercial concentrations by industry, property type and real estate location; the growth and composition of the loan portfolio; trends in risk classification of individual loans and higher risk problem assets; the level of delinquent loans and non-performing loans; individually evaluated loans and hardship loan modifications; the level of foreclosure activity; net charge-offs; and trends in the general levels of these indicators. In addition, the Company monitors expansion in the geographic market area; the experience level of lenders and any changes in underwriting criteria; and general conditions and development markets in the Company's local region as well as changes in the current and forecasted economic conditions, such as changes in gross domestic product, the unemployment rate and new jobs created, real estate values, commercial vacancy rates, recession risk estimates and other relevant economic factors. The Company generally uses a two-year reasonable and supportable forecast, and for periods beyond the forecast period, reverts to
historical loss rates. The evaluation and measurement of the qualitative or environmental and economic forecasts requires management to apply a high degree of judgment and involves assumptions that are sensitive to change, for which future adjustments to the allowance may be necessary.
We identified the qualitative component of the general reserve for loans collectively evaluated in the allowance for credit losses for loans as a critical audit matter because auditing the underlying qualitative or environmental factors and economic forecasts used in establishing the general reserve involved a high degree of auditor judgment given the high degree of subjectivity exercised by management.
Our audit procedures related to management’s evaluation and establishment of the qualitative component of the general reserve for loans collectively evaluated in the allowance for credit losses for loans included the following, among others:
•We obtained an understanding of the relevant controls related to the qualitative or environmental factors and economic forecasts applied to the general reserve for loans collectively evaluated in the allowance for credit losses for loans and tested such controls for design and operating effectiveness, including controls over management’s establishment, review and approval of the qualitative or environmental factors and economic forecasts and the data used in determining the qualitative or environmental factors and economic forecasts.
•We tested management’s process and significant judgments in the evaluation and establishment of the qualitative or environmental factors and economic forecasts used in the general reserve for loans collectively evaluated in the allowance for credit losses for loans, which included:
◦Validating the source of information used by management by comparing to the relevant internal or external information from which it was derived, as well as testing the completeness and accuracy of the source data used by management.
◦Evaluating the reasonableness of management’s judgments related to the qualitative or environmental factors and the correlation to potential losses by evaluating the adjustments in terms of magnitude and directional consistency based on the data utilized in the determination of the qualitative or environmental factors.
◦Evaluating the reasonableness of management’s indicators of current and forecasted economic factors, which include changes in gross domestic product, the unemployment rate and new jobs created, real estate values, commercial vacancy rates, recession risk estimates, among others, by comparing these forecasts to external and internal information sources.
/s/ RSM US LLP
We have served as the Company's auditor since 2015.
Boston, Massachusetts
March 7, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Enterprise Bancorp, Inc.
Opinion on the Internal Control Over Financial Reporting
We have audited Enterprise Bancorp, Inc.’s (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes to the consolidated financial statements and our report dated March 7, 2025, expressed an unqualified opinion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ RSM US LLP
Boston, Massachusetts
March 7, 2025