EXHIBIT 99 ---------- [LOGO] Dear Shareholder: Enterprise Bancorp, Inc. reported net income of $504,074 for the first quarter of 2003 compared to $1,488,430 for the same period in 2002. As noted in correspondence sent to you on March 22, 2003, the current year includes a one-time tax charge of $1.9 million related to legislative changes in Massachusetts tax laws enacted in March of 2003, which are retroactive to 1999. Outside legal counsel has advised us that this retroactive provision may be unconstitutional. Nonetheless, Enterprise Bank, along with an estimated 50 Massachusetts banks affected, were advised by their accounting firms to immediately reserve for the entire amount of any possible retroactive state tax due. We cannot predict at this time whether we, or other banks, will recoup all or part of the income tax that we are now required to charge to earnings. Notwithstanding this one-time charge, we continue to estimate net income for the full year 2003 to be in the range of $6.0 million to $6.4 million compared to $6.3 million for 2002. Total assets, investment assets under management, and mortgage loans serviced for others amounted to $1,083,152,412 at March 31, 2003, an increase of 11% over the prior year. Individually, total assets, deposits plus repurchase agreements, loans, and investment assets under management totaled $732,939,525, $652,396,256, $431,593,565 and $333,237,613 respectively on March 31, 2003, increases of 14%, 12%, 11%, and 6% versus a year ago. Our loan pipeline, a good indicator of future business, is steady, and we expect to complete a large number of transactions in the months ahead. The investment assets under management total includes trust and brokerage assets, which are affected by fluctuations in financial markets. The 6% increase in the portfolio compared to the prior year consists of asset growth, offset by declining investment market values as a result of the decline in stock market values. In late January, Christopher McCarthy was named group director and Senior Vice President of our Investment Management and Trust Group. Chris brings over 14 years of investment managerial, brokerage and banking experience to Enterprise. A graduate of Nichols College (B.S. and M.B.A degrees), Chris has strong ties to the North Central Region. He serves on the Executive Board of the Nashoba Valley Boy Scouts of America and is a member of the Worcester Economic Club. In addition to his investment expertise and management skills, Chris' business ties are a great asset to our Fitchburg and Leominster offices. On May 5, our new Fitchburg branch will officially open at 420 John Fitch Highway. Many business development initiatives in the Fitchburg area are currently underway. A strong officer calling effort is in progress, in addition to a targeted advertising campaign. We welcome all shareholders to contact Cheryl Gaudreau, manager of our new Fitchburg office, at (978) 656-5538, concerning business referrals in the Fitchburg area. Our Fitchburg team will be pleased to follow up immediately on leads our shareholders provide. In March, the bank hosted a special program throughout our branch network recognizing the many significant achievements made by local businesswomen. As part of our Women's Week activities, displays were placed in branch lobbies celebrating entrepreneurs from our community. In April, several workshops were held at various branch locations as we continue to seek opportunities to act as a resource for women in business. If you or your associates are interested in upcoming activities, please contact Dale Marcy at (978) 656-5544, or via email at Dale.Marcy@ebtc.com. On April 29, bank employees will gather to celebrate the retirements of three valued members of the Enterprise Bank family. Jack McGovern from our Trust and Investment Group, Eileen Trainor from our Customer Sales and Service Center, and Jackie Sheehan from our Dracut branch are each ending their banking careers. These three individuals represent over 117 combined years of service to the banking community in Greater Lowell. We salute Jack, Eileen, and Jackie for their outstanding contributions to the success of Enterprise Bank during their tenure here, and we wish them good health and happiness in the years ahead. At the April 15 meeting of the board of directors, it was voted to increase the annual dividend to 38 cents per share, payable on June 27, to shareholders of record as of June 6, 2003. The 2003 dividend payment represents a 15% increase over last year's payout of 33 cents per share. Over the past four years, the majority of shareholders have elected to participate in our dividend reinvestment plan. We are pleased to invite additional shareholders interested in dividend reinvestment to contact Finance Officer Katelin Deschenes at (978) 656-5584, or via email at Katelin.Deschenes@ebtc.com, prior to June 6 to arrange for dividend reinvestment. A confirmation of your dividend reinvestment activity, indicating the number of additional shares purchased, will be sent to all participants on June 27. Your positive feedback concerning our 2002 annual report is appreciated. We were especially pleased to hear from shareholders and friends from Billerica as their community was featured in this year's report. As a reminder, in preparation for our 2003 annual meeting, proxy material was mailed to all shareholders in late March. The 2003 annual meeting is scheduled on May 6, 2003 at 4:00 p.m. at the American Textile Museum, 491 Dutton Street, in Lowell. It is important that you participate by voting your proxy as soon as possible, whether or not you plan to join us on May 6. We look forward to the annual meeting as it presents a special opportunity for us to speak with shareholders concerning our plans for the bank's future growth and profitability. It also gives us the chance to express our appreciation to you for your loyal support of our Enterprise. Sincerely, /s/ George L. Duncan /s/ Richard W. Main /s/ John P. Clancy, Jr. - --------------------- ------------------- ----------------------- George L. Duncan Richard W. Main John P. Clancy, Jr. Chairman/ President/Chief Lending EVP/Treasurer/CFO of Chief Executive Officer Officer/Chief Operating Enterprise Bank and Of Enterprise Bank and Officer of Enterprise President of Enterprise Enterprise Bancorp, Inc. Bank Bancorp, Inc. Forward Looking Information This quarterly statement contains "forward-looking statements" regarding our anticipated net income for 2003. We caution readers that there can be no assurance that this estimated future net income level will hold true and a variety of factors may adversely affect our results for 2003. These factors are described in detail on page 2 of our Annual Report on Form 10-K for the year ended December 31, 2002, which was included as an insert in our 2002 Annual Report to shareholders. Enterprise Bancorp, Inc. and Subsidiaries STATEMENTS OF INCOME (unaudited) For the three months ended March 31, INTEREST INCOME 2003 2002 ----------- ---------- Interest and fees on loans $6,889,722 $6,880,965 Interest on investment securities 2,501,598 2,581,901 Interest on federal funds sold 24,018 36,695 ---------- ---------- Total interest income 9,415,338 9,499,561 ---------- ---------- INTEREST EXPENSE Interest on deposits 1,852,407 2,327,708 Interest on repurchase agreements 2,926 182,845 Interest on Federal Home Loan Bank borrowings 22,599 6,983 ---------- ---------- Total interest expense 1,877,932 2,517,536 ---------- ---------- NET INTEREST INCOME 7,537,406 6,982,025 Provision for loan losses 300,000 390,000 ---------- ---------- Net interest income after provision for loan losses 7,237,406 6,592,025 ---------- ---------- Operating expenses (5,472,793) (5,727,333) Depreciation (662,965) (577,645) Amortization of intangible assets (33,193) (33,193) Non-interest income 1,580,737 1,357,298 Net gains on sales of investment securities 1,315,754 416,027 ---------- ---------- Income before provision for income taxes 3,964,946 2,027,179 Provision for income taxes 3,460,872 538,749 ---------- ---------- NET INCOME $ 504,074 $1,488,430 ========== ========== EARNINGS PER SHARE Basic earnings per common share $ 0.14 $ 0.43 ========== ========== Diluted earnings per common share $ 0.14 $ 0.42 ========== ========== Dividends per common share* $ - $ - ========== ========== Basic weighted average common shares outstanding ** 3,533,488 3,462,232 ========== ========== Diluted weighted average common shares outstanding 3,660,855 3,578,384 ========== ========== * Annual dividends are generally declared in the second quarter of each fiscal year, thus no dividends are reflected in the periods above. ** Weighted average common shares outstanding have increased due to exercise of employee stock options and reinvestment of dividends from the dividend reinvestment plan. Enterprise Bancorp, Inc. and Subsidiaries BALANCE SHEETS (unaudited) (unaudited) March 31, 2003 December 31, 2002 March 31, 2002 -------------- ----------------- -------------- ASSETS Cash and due from banks $ 34,252,334 $ 45,778,048 $ 30,649,287 Federal funds sold 38,500,000 -- 5,000,000 Investment securities 208,002,227 239,295,617 196,637,883 Loans 431,593,565 414,123,485 387,900,706 Allowance for loan losses (9,744,360) (9,371,057) (8,901,943) --------------- --------------- --------------- Net loans 421,849,205 404,752,428 378,998,763 --------------- --------------- --------------- Bank premises and equipment 13,271,471 13,143,900 12,988,852 Intangible assets 6,629,700 6,662,892 6,762,469 Other assets 10,434,588 9,062,794 9,952,260 --------------- --------------- --------------- TOTAL ASSETS $ 732,939,525 $ 718,695,679 $ 640,989,514 =============== =============== =============== LIABILITIES, TRUST PREFERRED SECURITIES AND STOCKHOLDERS' EQUITY Deposits 651,433,424 638,031,838 542,678,637 Repurchase agreements 962,832 762,737 39,720,867 Federal Home Loan Bank borrowings 10,470,000 16,470,000 470,000 Other liabilities 10,496,192 2,850,774 4,490,624 --------------- --------------- --------------- Total liabilities 673,362,448 658,115,349 587,360,128 --------------- --------------- --------------- Trust preferred securities 10,500,000 10,500,000 10,500,000 Stockholders' equity 46,134,145 45,612,399 40,900,222 Net unrealized appreciation on investment securities, net of taxes 2,942,932 4,467,931 2,229,164 --------------- --------------- --------------- Total stockholders' equity 49,077,077 50,080,330 43,129,386 --------------- --------------- --------------- TOTAL LIABILITIES, TRUST PREFERRED SECURITIES AND STOCKHOLDERS' EQUITY $ 732,939,525 $ 718,695,679 $ 640,989,514 =============== =============== =============== Investment assets under management $ 333,237,613 $ 314,095,210 $ 314,446,406 =============== =============== =============== Mortgage loans serviced for others $ 16,975,274 $ 16,860,951 $ 20,655,272 =============== =============== =============== Total assets, investment assets under management and mortgage loans serviced for others $ 1,083,152,412 $ 1,049,651,840 $ 976,091,192 =============== =============== ===============