8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) 

January 20, 2012

ENTERPRISE FINANCIAL SERVICES CORP

(Exact name of registrant as specified in its charter)

Delaware	001-15373	43-1706259
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

150 N. Meramec, St. Louis, Missouri (Address of principal executive offices)	63105 (Zip Code)
Registrant's telephone number, including area code
(314) 725-5500
Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

The information required by this item is contained in Item 4.02 of this report and is incorporated herein by reference.

Item 4.02(a)Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or

Completed Interim Review

On January 20, 2012, the Audit Committee of the board of directors of Enterprise Financial Services Corp (the “Company”) and management of the Company concluded that the Company's financial statements, report on internal controls and the reports thereon of Deloitte & Touche LLP, the Company's independent registered public accounting firm, included in its Annual Report on Form 10-K as of and for the year ended December 31, 2010 and the interim financial statements included in its Quarterly Reports on Form 10-Q as of and for each of the periods ended March 31, June 30, and September 30, for 2010 and 2011, respectively, should no longer be relied upon.

While recently converting to a new system that calculates the effective yield on loans covered under loss share agreements with the Federal Deposit Insurance Corporation (the “FDIC”), the Company discovered a mechanical error in its process used to record income on these loans during the periods noted above. The error affects income reported on all loans acquired in FDIC assisted transactions. As a result of the error, the Company overstated income during these periods. The Audit Committee has discussed the matters mentioned herein with Deloitte & Touche LLP. The Company intends to restate its financial statements for the year ended December 31, 2010 and for the quarters ended March 31, June 30, and September 30, for 2010 and 2011, respectively (the “Restatement”).

As of the date of this filing and based on its initial estimates, the Company expects that the Restatement will result in a reduction in diluted earnings per share for 2010 from $0.45 per share to between $0.20 per share and $0.25 per share after adjusting for taxes.

For the nine months ended September 30, 2011, the Company had previously reported net income of $24.8 million or $1.46 diluted earnings per share. As of the date of this filing and based on its initial estimates, the Company expects that diluted earnings per share for the first nine months of 2011 will be between $0.98 and $1.15. Based on such estimates, the Company expects to earn diluted earnings per share of between $1.20 and $1.35 for the year ended December 31, 2011 after the Restatement.

The Company expects that after the Restatement, both the Company and its principal subsidiary, Enterprise Bank & Trust, will still be considered “well capitalized” under all regulatory definitions.

On January 25, 2012, the Company issued a press release announcing its intention to restate its financial statements for the periods described above. This press release is attached as Exhibit 99.1 to this report.

We caution you that, whether or not expressly stated, all measures of results of operations and financial condition contained in this press release are preliminary and reflect only our expected results of operations and financial condition as of and for the respective periods referenced following the Restatement. Actual reported results of operations and financial condition as a result of the Restatement may vary from those expectations due to a number of factors, including additional or revised information or subsequent events.

Readers should note that in addition to the historical information contained herein, this press release contains forward-looking statements, which are inherently subject to risks and uncertainties that could cause actual results to differ materially from those contemplated from such statements. We use the words “will,” “likely,” “anticipate,” “estimate,” “expect” and “intend” and variations of such words and similar expressions to identify such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, burdens imposed by federal and state regulations of banks, credit risk, changes in the appraised valuation of real estate securing impaired loans, outcomes of litigation and other contingencies, exposure to local and national economic conditions, risks associated with rapid increase or decrease in prevailing interest rates, effects of mergers

and acquisitions, effects of critical accounting policies and judgments, legal and regulatory developments and competition from banks and other financial institutions, as well as other risk factors described in the Annual Report on Form 10-K for the year ended December 31, 2010 and in its Quarterly Reports on Form 10-Q filed subsequent thereto. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events unless required under the federal securities laws.

Item 5.04.    Temporary Suspension of Trading Under Registrant's Employee Benefit Plans

As a result of the matters described in Item 4.02 of this Current Report on Form 8-K, the Company has decided to suspend temporarily participation in its Amended and Restated 2002 Stock Incentive Plan, Stock Plan for Non-Management Directors, and the EFSC Common Stock Fund of the EFSC Incentive Savings Plan, effective immediately, because the Form S-8 registration statements covering the shares of common stock issuable under those plans incorporate one or more previously issued financial statements that will be restated. Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, and concurrently with the filing of this Current Report on Form 8-K, the Company is transmitting a notice of blackout to members of its Board of Directors and its executive officers. The Company is also providing notice of this action to its other employees. The notice provided to the members of the Company's Board of Directors and its executive officers is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01Regulation FD Disclosure

The Company will not be releasing its fourth quarter and annual results for 2011 or have its quarterly earnings conference call this Thursday, January 26, 2012. A rescheduled date will be announced in the near future.

SIGNATURES

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 FINANCIAL SERVICES CORP
Date:	January 25, 2012	By:	/s/ Deborah N. Barstow
			Deborah N. Barstow
			Senior Vice President and Controller

EX-99.1

Exhibit 99.1

For more information contact:

Jerry Mueller, Senior Vice President (314) 512-7251

Ann Marie Mayuga, AMM Communications (314) 485-9499

ENTERPRISE FINANCIAL TO RESTATE 2010 AND 2011

FINANCIAL STATEMENTS

St. Louis, January 25, 2012. Enterprise Financial Services Corp (NASDAQ: EFSC) announced that it will restate its financial statements for the year ended December 31, 2010 and for the first three quarters of 2011 and 2010. The Company discovered an accounting error that resulted in an inadvertent overstatement of income on loans covered by FDIC loss share agreements during those periods. The Company has concluded that the Company's financial statements, report on internal controls and the reports thereon of Deloitte & Touche LLP, the Company's independent registered public accounting firm included in its Annual Report on Form 10-K as of and for the year ended December 31, 2010 and the interim financial statements included in its Quarterly Reports on Form 10-Q as of and for each of the periods ended March 31, June 30, and September 30, for 2010 and 2011, respectively, should no longer be relied upon.

As a result of the restatement, based on current estimates, the Company expects diluted earnings per share for 2010 to be between $0.20 and $0.25, compared to the originally reported earnings per share of $0.45.

For the nine months ended September 30, 2011, the Company had previously reported net income of $24.8 million, or $1.46 per diluted share. After restating those results, based on current estimates, the Company expects to report diluted earnings per share of between $0.98 and $1.15 for the period ending September 30, 2011 and between $1.20 and $1.35 for the year ended December 31, 2011. The Company will not release its 2011 fourth quarter and year-end results or conduct its quarterly conference call on Thursday, January 26. A rescheduled date will be announced.

Based on current estimates, the Company expects that it and its principal subsidiary, Enterprise Bank & Trust, both will remain "well-capitalized" under all regulatory definitions.

Peter Benoist, President and CEO, said, “The accounting error we discovered was specific to the calculation of income on covered assets. We do not believe the error involved any part of our core banking business; the Bank's previously reported favorable trends in improved asset quality and solid organic growth in commercial loans and core deposits are unchanged.”

Benoist added, “Even at the revised level of income on covered loans, we expect that our FDIC acquisitions remain accretive to 2010 and 2011 earnings per share and we expect them to contribute to 2012 earnings. Also, the strategic value that we gained from those acquisitions in expanding our Phoenix and Kansas City franchises is undiminished.”

Enterprise Financial operates commercial banking and wealth management businesses in metropolitan St.

Louis, Kansas City and Phoenix. Enterprise is primarily focused on serving the needs of privately held businesses, their owner families, executives and professionals.

# ##

We caution Readers that, whether or not expressly stated, all measures of results of operations and financial condition contained in this press release are preliminary and reflect only our expected results of operations and financial condition as of and for the respective periods referenced following the restatement. Actual reported results of operations and financial condition as a result of the restatement may vary from those expectations due to a number of factors, including additional or revised information or subsequent events.

Readers should note that in addition to the historical information contained herein, this press release contains forward-looking statements, which are inherently subject to risks and uncertainties that could cause actual results to differ materially from those contemplated from such statements. We use the words “will,” “likely,” “anticipate,“ “expect” and “intend” and variations of such words and similar expressions in this communication to identify such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, burdens imposed by federal and state regulations of banks, credit risk, changes in the appraised valuation of real estate securing impaired loans, outcomes of litigation and other contingencies, exposure to local and national economic conditions, risks associated with rapid increase or decrease in prevailing interest rates, effects of mergers and acquisitions, effects of critical accounting policies and judgments, legal and regulatory developments and competition from banks and other financial institutions, as well as other risk factors described in the Annual Report on Form 10-K for the year ended December 31, 2010 and in the Quarterly Reports on Form 10-Q filed subsequent thereto. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events unless required under the federal securities laws.

EX-99.2

Exhibit 99.2

NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS

Enterprise Financial Services Corp (the “Company”) announced today that the Audit Committee of the Board of Directors determined that the Company's previously issued financial statements for the year 2010 (as well as the reports of the Company's independent registered public accounting firm for those years), including the corresponding interim periods, and the first, second, and third quarters of 2011 should be restated. In light of this announcement, the Company is suspending all purchases of its common stock under its Amended and Restated 2002 Stock Incentive Plan, Stock Plan for Non-Management Directors, and the EFSC Common Stock Fund of the EFSC Incentive Savings Plan, effective immediately.

Pursuant to the requirements of Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR promulgated by the Securities and Exchange Commission (the “SEC”), all directors and executive officers of the Company are hereby notified of the immediate effectiveness of a blackout period with respect to the transactions involving shares of the Company's common stock, as described herein, as a result of today's announcement. During this blackout period, all directors and executive officers of the Company are prohibited from purchasing, selling, transferring or otherwise engaging in transactions involving shares of the Company's common stock or other equity securities. This prohibition applies to all equity securities of the Company and any related derivative securities (whether or not issued by the Company). The prohibition covers direct and indirect transactions, including those involving entities or persons through which you have a “pecuniary interest” in the securities such as your immediate family members living with you or securities held in trust or by controlled partnerships or corporations. You will receive written notice when the blackout period is actually lifted. The Company currently anticipates that the blackout period will end immediately following the day on which all of the Company's restated financial statements are filed with the SEC.

Please note that the Company has determined in accordance with Rule 104 of the SEC's Regulation BTR that it was unable to provide advance notice of this blackout because the imposition of the blackout period was due to circumstances beyond its reasonable control.

If you have questions about the blackout please contact Mark Murtha, Senior Vice President - Human Resources.