UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to ____________________ Commission File Number 0-24694 ENTERPRISE FEDERAL BANCORP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 31-1396726 - --------------------------------- ----------------- (State or other jurisdiction (I.R.S. Employer of incorporationor organization) Identification Number) 7810 Tylersville Square Drive West Chester, Ohio 45069 - -------------------------------------- ----------- (Address or principal executive (Zip Code) office) (513) 755-4600 --------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of May 1, 1998, there were issued and outstanding 2,210,996 shares of the Registrant's Common Stock, par value $.01 per share. Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF EARNINGS (In thousands except share data) (unaudited) ENTERPRISE FEDERAL BANCORP, INC. AND SUBSIDIARY TABLE OF CONTENTS Part I. Financial Information Page - ----------------------------- ---- Item 1. Consolidated Financial Statements Consolidated Statements of Financial Condition (As of March 31, 1998 (unaudited) and September 30, 1997) 1 Consolidated Statements of Earnings for the three and six months ended March 31, 1998 (unaudited) and 1997 (unaudited) 2 Consolidated Statements of Cash Flows for the six months ended March 31, 1998 (unaudited) and 1997 (unaudited) 3 Notes to unaudited Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 Part II. Other Information - -------------------------- Item 1. Legal Proceedings 11 Item 2. Changes in Securities and Use of Proceeds 11 Item 3. Defaults Upon Senior Securities 11 Item 4. Submission of Matters to a Vote of Securities Holders 11 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12 Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In thousands, except share data) March 31, 1998 September 30, 1997 -------------- ------------------ (unaudited) ASSETS: Cash and due from banks $ 818 $ 811 Federal Funds sold 7,000 8,000 Interest-bearing deposits in other financial institutions 12,889 2,330 --------- ---------- Cash and cash equivalents 20,707 11,141 Investment securities available for sale - at market 1,086 698 Mortgage-backed securities available for - sale at market 83,543 61,457 Loans receivable - net 245,661 191,096 Office premises and equipment-at depreciated cost 4,136 3,544 Federal Home Loan Bank stock - at cost 7,258 5,500 Accrued interest receivable on loans 1,003 608 Accrued interest receivable on mortgage-backed securities 336 409 Accrued interest receivable on interest-bearing deposits 121 96 Goodwill and other intangible assets 902 20 Prepaid expenses and other assets 532 290 Prepaid federal income tax -- 29 Deferred federal income tax asset 340 -- --------- ---------- Total assets $ 365,625 $ 274,888 --------- ---------- --------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $ 198,867 $ 146,297 Advances from Federal Home Loan Bank 125,740 95,000 Accrued interest payable 825 636 Other liabilities 3,145 1,365 Accrued federal income taxes 379 -- Deferred federal income taxes 262 166 --------- ---------- Total liabilities $ 329,218 $ 243,464 Commitments -- -- Stockholders' equity Preferred stock, no par value, 1,000,000 shares authorized, none issued and outstanding -- -- Common stock, $.01 par value, 4,000,000 shares authorized, 2,268,596 issued 23 23 Additional paid-in capital 23,432 23,082 Less 57,600 and 194,268 shares of treasury stock (333) (4,386) Less shares acquired by employee stock benefit plans (1,543) (1,927) Retained earnings - restricted 14,725 14,581 Unrealized gain on securities designated as available for sale, net of related tax effects 103 51 --------- ---------- Total stockholders' equity 36,407 31,424 --------- ---------- Total liabilities and stockholders' equity $ 365,625 $ 274,888 --------- ---------- --------- ---------- The accompanying narrative is an integral part of these statements. Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In thousands, except share data) Three Months Ended Six Months Ended March 31, March 31, ------------------ ---------------- 1998 1997 1998 1997 Interest income: Loans $ 4,712 $ 3,424 $ 8,850 $ 6,699 Mortgage-backed securities 1,275 1,078 2,355 2,076 Interest-bearing deposits and other 371 157 598 346 ------- ------- ------- ------- Total interest income 6,358 4,659 11,803 9,121 Interest expense: Deposits 2,426 1,796 4,310 3,567 Borrowings 1,886 1,042 3,474 1,921 ------- ------- ------- ------- Total interest expense 4,312 2,838 7,784 5,488 Net interest income 2,046 1,821 4,019 3,633 Provision for losses on loans 45 45 90 75 ------- ------- ------- ------- Net interest income after provision for losses on loans 2,001 1,776 3,929 3,558 Other operating income: Gain on sale of securities 313 136 336 435 Other operating income 35 30 80 58 ------- ------- ------- ------- Total other income 348 166 416 493 Operating expenses: Employee compensation and benefits 768 607 1,575 1,264 Occupancy and equipment 128 97 224 193 Federal deposit insurance premiums 44 5 67 76 Franchise taxes 117 111 223 224 Data processing 39 49 73 71 Amortization of intangible assets 23 8 31 15 Other 156 137 291 242 ------- ------- ------- ------- Total operating expenses 1,275 1,014 2,484 2,085 Earnings before income taxes 1,074 928 1,861 1,966 Federal income taxes 397 331 668 679 ------- ------- ------- ------- Net earnings $ 677 $ 597 $ 1,193 $ 1,287 ------- ------- ------- ------- ------- ------- ------- ------- Earnings per share Basic $ .34 $ .31 $ .62 $ .66 ------- ------- ------- ------- ------- ------- ------- ------- Diluted $ .32 $ .30 $ .57 $ .63 ------- ------- ------- ------- ------- ------- ------- ------- The accompanying narrative is an integral part of these statements. 2 Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands except share data) (unaudited) Six Months Ended March 31, -------------------------- 1998 1997 ---- ---- Cash flows from operating activities: Net earnings for the period $ 1,193 $ 1,287 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Amortization of discounts and premiums on loans, investments and mortgage-backed securities - net 10 11 Amortization of deferred loan origination fees (147) (86) Depreciation and amortization 129 53 Provision for losses on loans 90 45 Federal Home Loan Bank Stock dividends (226) (116) Gains on sales of securities (336) (435) Amortization of expense related to stock benefit plans 960 507 Increase (decrease) in cash due to change in: Accrued interest receivable (347) (342) Prepaid expenses and other assets (242) (231) Accrued interest payable 189 86 Other liabilities 1,780 (871) Federal income taxes Current 408 (1) Deferred 96 148 ------- ------- Net cash provided by operating activities 3,557 55 Cash flows provided by (used in) investing activities: Purchase of investment securities (1,086) -- Purchase of mortgage-backed securities (83,556) (37,393) Sale of mortgage-backed securities 54,078 35,191 Principal repayments of mortgage-backed securities 3,415 2,466 Loan principal repayments 21,862 8,567 Loan disbursements (28,726) (29,407) Purchase of office premises and equipment (50) (26) Purchase of FHLB Stock (1,032) (1,384) Cash received in acquisition 8,598 -- ------- ------- Net cash used in investing activities (26,497) (21,986) Cash flows provided by (used in) financing activities: Net increase in deposit accounts 3,499 3,572 Borrowed money 30,000 20,000 Escrow deposits -- (11) Distribution to stockholders (993) (2,025) Purchase of Treasury shares -- (874) ------- ------- Net cash provided by (used in) financing activities 32,506 20,662 ------- ------- Net increase (decrease) in cash and cash equivalents 9,566 (1,269) Cash and cash equivalents at beginning of period 11,141 12,938 ------- ------- Cash and equivalents at end of period $ 20,707 $ 11,669 ------- ------- ------- ------- Supplemental disclosure of cash flow information: Cash paid during the period for: Federal income taxes $ 700 ------- ------- Interest on deposits and borrowings $ 5,402 ------- ------- The accompanying narrative is an integral part of these statements. 3 Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands except share data) (unaudited) ENTERPRISE FEDERAL BANCORP, INC. AND SUBSIDIARY Notes to Unaudited Consolidated Financial Statements Note 1 - Basis of Presentation Enterprise Federal Bancorp, Inc. (the "Corporation") was incorporated under Ohio law in April 1994 by Enterprise Federal Savings and Loan Association (the "Association") in connection with the conversion of the Association from a federally chartered mutual savings and loan association to a federally chartered stock savings bank, to be known as Enterprise Federal Savings Bank (the "Savings Bank"), the issuance of the Association's stock to the Corporation and the offer and sale of the Corporation's common stock by the Corporation (the "Conversion"). Upon consummation of the Conversion on October 14, 1994, the Corporation became the unitary holding company for the Savings Bank. The accompanying unaudited consolidated financial statements of the Corporation have been prepared in accordance with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The results of operations for the six months ended March 31, 1998 are not necessarily indicative of the results to be expected for the year ending September 30, 1998. The unaudited consolidated financial statements and notes hereto should be read in conjunction with the audited financial statements and notes thereto for the year ending September 30, 1997, contained in the Corporation's 1997 Annual Report. Note 2 - Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Corporation and the Savings Bank. All significant intercompany items have been eliminated. The consolidated financial statements at March 31, 1998 and for the three and six months ended March 31, 1998 include the accounts of North Cincinnati Savings Bank ("NCSB"). In February 1998, NCSB was merged with and into the Savings Bank (the "Merger") in a transaction that was accounted for as a purchase for financial reporting purposes. Under this method of accounting, the Corporation recorded the acquisition of NCSB at its cost at the effective time of the acquisition ("Effective Time"), which cost included the cash paid in the Merger, the fair value of the Corporation's common stock issued in the Merger and all direct acquisition costs. The purchase price was allocated to the acquired assets and assumed liabilities of NCSB based upon their estimated fair values at the Effective Time in accordance with generally accepted accounting principles. The purchase price in excess of the fair values of the identifiable net assets acquired has been recorded as an intangible asset 4 Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands except share data) (unaudited) and will be amortized over a period of 15 years for financial accounting purposes. Note 3 - Earnings Per Share Basic earnings per share for the three month periods ended March 31, 1998 and 1997 were calculated assuming 1,984,000 and 1,928,000 shares were issued and outstanding during the respective periods. Diluted earnings per share for the three month periods ended March 31, 1998 and 1997 were calculated assuming 2,120,000 and 2,018,000 shares were issued and outstanding during the respective periods. Basic earnings per share for the six month periods ended March 31, 1998 and 1997 were calculated assuming 1,939,000 and 1,942,000 shares were issued and outstanding during the respective periods. Diluted earnings per share for the six month periods ended March 31, 1998 and 1997 were calculated assuming 2,076,000 and 2,033,000 shares were issued and outstanding during the respective periods. 5 Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands except share data) (unaudited) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition The Corporation's assets totaled $365.6 million at March 31, 1998 compared to $274.9 million at September 30, 1997. This $90.7 million or 33.0% increase was primarily due to a $54.6 million or 28.6% increase in loans receivable, net, a $22.1 million or 35.9% increase in mortgage-backed securities and a $9.6 million or 85.9% increase in cash equivalents. Total liabilities amounted to $329.2 million at March 31, 1998 compared to $243.4 million at September 30, 1997. This $85.8 million or 35.2% increase was primarily due to a $30.7 million or 32.4% increase in advances from the Federal Home Loan Bank ("FHLB") of Cincinnati and a $52.6 million or 35.9% increase in deposits. The increase in total assets and total liabilities primarily reflects the acquisition of NCSB in February 1998, as well as growth in the loan and investment portfolios funded by an increase in deposits and borrowings. Total stockholders' equity increased $5.0 million or 15.9% to $36.4 million at March 31, 1998 compared to $31.4 million at September 30, 1997. The increase in stockholders' equity was primarily due to the payment of $4.1 million of Treasury Stock in the acquisition of NCSB, net earnings of $1.2 million and stock benefit plan allocations of $1.0 million which were partially offset by dividend distributions of $1.0 million. Year 2000. The Company outsources its primary data processing functions. A challenging problem exists as the millennium ("year 2000") approaches as many computer systems worldwide do not have the capability of recognizing the year 2000 or years thereafter. To date, the Company has received confirmations from its primary vendors that plans have been developed by them to address and correct the issues associated with the year 2000 problem. Results of Operations for the Three Months Ended March 31, 1998 and 1997 Net Income. The Corporation's net income amounted to $677,000 for the three months ended March 31, 1998 compared to $597,000 for the comparable period in 1997. The $80,000 or 13.4% increase was due primarily to an increase in net interest income and increased gains on sales of securities. Net Interest Income. Net interest income before provision for loan losses increased $225,000 or 12.4% to $2.0 million for the three months ended March 31, 1998 compared to the same period in 1997. Net interest income is determined by the Corporation's interest rate spread (i.e., the difference between the yields earned on its 6 Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands except share data) (unaudited) interest-earning assets and the rates paid on its interest-bearing liabilities) and the relative amounts of interest-earning assets and interest-bearing liabilities. The increase in net interest income was due to the increase in interest-earning assets. The increase in interest-earning assets was primarily due to the acquisition of NCSB and growth in the loan and mortgage-backed securities portfolios. Interest Income. Interest income amounted to $6.4 million for the three months ended March 31, 1998 compared to $4.7 million for the same period in 1997. The increase of $1.7 million or 36.4% was primarily due to an increase in interest income on loans of $1.3 million or 37.6% to $4.7 million for the 1998 period compared to the 1997 period. Such increase was primarily due to an increase in the average balance of such assets due to the acquisition of NCSB and increased loan demand. Interest Expense. Interest expense increased $1.5 million or 51.9% to $4.3 million for the three months ended March 31, 1998 compared to the same period in 1997 as a result of an increase in interest expense on both deposits and borrowed money. Interest expense on deposits increased $630,000 or 35.1% due to an increase in the average balance of deposits primarily due to the acquisition of NCSB. Interest expense on borrowed money increased $844,000 or 81.0% due to an increase in the average balance of such liabilities to fund the origination of loans and the purchase of mortgage-backed securities. Other Operating Income. Other operating income amounted to $348,000 and $166,000 during the three months ended March 31, 1998 and 1997, respectively. The $182,000 increase during the 1998 period was primarily due to increased gains on sales of securities. Operating Expenses. Operating expenses increased $261,000 or 25.7% to $1.3 million for the three months ended March 31, 1998 compared to $1.0 for the three months ended March 31, 1997. Such increase was primarily due to an $161,000 or 26.5% increase in employee compensation and benefits which were primarily due to personnel retained in the acquisition of NCSB and normal annual salary increases. Federal Income Taxes. Federal income taxes amounted to $397,000 and $331,000 for the three months ended March 31, 1998 and 1997, respectively, resulting in effective tax rates of 37.0% and 35.7%, respectively. Results of Operations for the Six Months Ended March 31, 1998 and 1997 Net Income. The Corporation's net income amounted to $1.2 million for the six months ended March 31, 1998 compared to $1.3 million for the comparable period 7 Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands except share data) (unaudited) in fiscal 1997. The $94,000 or 7.3% decrease was due primarily to an increase in operating expenses. Net Interest Income. Net interest income before provision for loan losses increased $386,000 or 10.6% for the six months ended March 31, 1998 compared to the same period in fiscal 1997. The increase in net interest income was due to an increase in interest-earning assets. The increase in interest-earning assets was primarily due to the acquisition of NCSB and the increased origination of loans. Interest Income. Interest income amounted to $11.8 million for the six months ended March 31, 1998 compared to $9.1 million for the same period in fiscal 1997. The increase of $2.7 million or 29.4% was primarily due to an increase in interest income on loans of $2.2 million or 32.1% to $8.9 million for the fiscal 1998 period compared to the fiscal 1997 period. Such increase was primarily due to an increase in the average balance of such assets due to increased loan demand and loans received in the acquisition of NCSB. Interest Expense. Interest expense increased $2.3 million or 41.8% to $7.8 million for the six months ended March 31, 1998 compared to the same period in fiscal 1997 as a result of an increase in interest expense on both deposits and borrowed money. Interest expense on deposits increased $743,000 or 20.8% due to an increase in the average balance of deposits primarily due to the acquisition of NCSB. Interest expense on borrowed money increased $1.6 million or 80.8% primarily due to an increase in the average balance of such liabilities to fund loan originations and purchases of mortgage-backed securities. Other Operating Income. Other operating income amounted to $416,000 and $493,000 during the six months ended March 31, 1998 and 1997, respectively. The $77,000 decrease during the fiscal 1998 period was due to decreased gains on sales of securities. Operating Expenses. Operating expenses increased $399,000 or 19.1% to $2.5 million for the six months ended March 31, 1998 compared to $2.1 million for the six months ended March 31, 1997. Such increase was primarily due to increased employee compensation and benefits which were due to increased costs of stock based benefit plans, personnel retained in the acquisition of NCSB and normal annual salary increases. Federal Income Taxes. Federal income taxes amounted to $668,000 and $679,000 for the six months ended March 31, 1998 and 1997, respectively, resulting in effective tax rates of 35.9% and 34.5%, respectively. 8 Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands except share data) (unaudited) Liquidity and Capital Resources The Corporation's primary sources of funds are deposits, repayments, prepayments and maturities of outstanding loans and mortgage-backed securities and funds provided from operations. While scheduled loan and mortgage-backed securities repayments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by the movement of interest rates in general, economic conditions and competition. The Corporation manages the pricing of its deposits to maintain a deposit balance deemed appropriate and desirable. In addition, the Corporation invests excess funds in FHLB overnight deposits and other short-term interest-earning assets which provide liquidity to meet lending requirements. As an additional source of funds, the Corporation has borrowed funds from the FHLB of Cincinnati and has access to the Federal Reserve Bank discount window. At March 31, 1998, the Corporation had $125.7 million of FHLB advances outstanding. Liquidity management is both a daily and long term function. Excess liquidity is generally invested in short-term investments such as FHLB of Cincinnati overnight deposits. On a longer-term basis, the Corporation maintains a strategy of investing in various mortgage-backed securities and lending products. During the six month periods ended March 31, 1998 and 1997, the Corporation used its sources of funds primarily to meet its ongoing commitments to pay maturing savings certificates and savings withdrawals, fund loan commitments and maintain its portfolio of mortgage-backed securities. At March 31, 1998, the total approved loan commitments outstanding amounted to $2.9 million. At the same time, the Corporation had $11.4 million of commitments under unused lines and letters of credit and the unadvanced portion of construction loans approximated $4.9 million. Certificates of deposit scheduled to mature in one year or less at March 31, 1998 totaled $73.7 million. Management of the Corporation believes that the Corporation has adequate resources, including principal prepayments and repayments of loans and mortgage-backed securities, to fund all of its commitments to the extent required. In addition, although the Corporation has extended commitments to fund loans or lines and letters of credit, historically, the Corporation has not been required to fund all of its outstanding commitments. Management believes that a significant portion of maturing deposits will remain with the Corporation. The Savings Bank is required by the Office of Thrift Supervision ("OTS") to maintain average daily balances of liquid assets (as defined) in amounts equal to 4% of net withdrawal deposits and borrowings payable in one year or less to assure its ability to meet demand for withdrawals and repayments of short-term borrowings. The liquidity requirements may vary from time to time at the direction of the OTS depending upon economic conditions and deposit flows. The Savings Bank's average monthly liquidity ratio for March 1998 was 89%. As of March 31, 1998, the Savings Bank's regulatory 9 Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands except share data) (unaudited) capital substantially exceeded all regulatory capital requirements with tangible, core and risk-based capital ratios of 6.8%, 6.8% and 13.5%, respectively, compared to regulatory requirements of 1.5%, 4.0% and 8.0%, respectively, as demonstrated in the table below. Regulatory Capital -------------------------------------------------------------------- Tangible Core Risk-based Capital Percent Capital Percent Capital Percent ------- ------- ------- ------- ------- ------- (Dollars in Thousands) Capital under generally accepted accounting principles $ 25,780 $ 25,780 $ 25,780 Goodwill (902) (902) (902) Unrealized gains (103) (103) (103) General valuation allowances -- -- 716 --------- --------- ---------- Regulatory capital computed 24,775 6.8 24,775 6.8 25,491 13.4 Minimum capital requirement 5,455 1.5 14,613 4.0 15,141 8.0 --------- ----- --------- --- --------- ----- Regulatory capital - excess $ 19,320 5.3 $ 10,162 2.8 $ 10,350 5.4 --------- ----- --------- --- --------- ----- --------- ----- --------- --- --------- ----- Impact of Inflation and Changing Prices The financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services as measured by the consumer price index. Quantitative and Qualitative Disclosures About Market Risk For a discussion of the Corporation's asset and liability management policies as well as the potential impact of interest rate changes upon the market value of the Savings Bank's portfolio equity, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 1997 Annual Report to Stockholders. There has been no material change in the Corporation's asset and liability position or market value of portfolio equity since September 30, 1997. 10 Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands except share data) (unaudited) ENTERPRISE FEDERAL BANCORP, INC. AND SUBSIDIARY Part II Item 1. Legal Proceedings Neither the Corporation nor the Savings Bank is involved in any pending legal proceedings other than non-material legal proceedings occurring in the ordinary course of business. Item 2. Changes in Securities Not applicable. Item 3. Defaults Upon Senior Securities and Use of Proceeds Not applicable. Item 4. Submission of Matters to a Vote of Security Holders Not required. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K None. 11 Enterprise Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands except share data) (unaudited) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENTERPRISE FEDERAL BANCORP, INC. Date: May 18, 1998 By: /s/ Otto L. Keeton ------------------------------------------- Otto L. Keeton President & Chief Executive Officer Date: May 18, 1998 By: /s/ Thomas J. Noe ------------------------------------------ Thomas J. Noe Vice President and Chief Financial Officer 12