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 26, 2005

ENTERPRISE FINANCIAL SERVICES CORP

(Exact name of registrant as specified in its charter)

Delaware	000-24131	43-1706259
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

150 N. Meramec, St. Louis, Missouri	63105
(Address of principal executive offices)	(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:

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

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

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

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

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 26, 2005, Registrant issued a press release announcing financial information for its year ended December 31, 2004. The press release is attached hereto as Exhibit 99.1 and is furnished to, but not filed with, the Commission.

ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
99.1	Press Release dated January 26, 2005

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, thereto duly authorized.

Date: January 28, 2005

ENTERPRISE FINANCIAL SERVICES CORP

/s/ Kevin C. Eichner

Kevin C. Eichner

Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated January 26, 2005*

* This exhibit is furnished to, but not filed with, the Commission by inclusion herein.

EX-99.1

Exhibit 99.1

For more information, contact:

Kevin Eichner (314) 725 5500

Frank Sanfilippo (314) 725 5500

Katie Hollar (816) 221 7500

ENTERPRISE FINANCIAL POSTS RECORD EARNINGS OF $8.2 MILLION

STRONG BANKING AND WEALTH MANAGEMENT GROWTH

DRIVES 17.1% INCREASE IN EARNINGS PER SHARE

St. Louis, January 26, 2005 – Enterprise Financial Services Corp (OTCBB: EFSC), the parent company of Enterprise Bank & Trust, reported net income of $8.2 million or $0.82 per fully diluted share for 2004, versus $6.9 million or $0.70 per fully diluted share in 2003. For the quarter ended December 31, 2004, net income was $1.8 million or $0.18 per fully diluted share versus $1.4 million or $0.14 per share in the same quarter of 2003—a 28.6% increase in earnings per share despite a $554,000 pre-tax charge in December of 2004 related to the refinance of $11 million of Trust Preferred Securities (TRUPS).

“Strong growth in our core lines of business – banking and wealth management – tight expense controls and continued strong asset quality combined to drive earnings momentum,” said Kevin Eichner, president and CEO of Enterprise Financial. “The compounded annual growth rate in earnings per share since 2002 is 26%, clearly establishing Enterprise as one of the industry’s more attractive growth companies.”

Net interest income increased $4.0 million or 12% in 2004 versus 2003. Average earning assets increased 17% or nearly $142 million. Portfolio loans grew by $115 million or 15% since December 31, 2003 and ended the year at $899 million. The investment portfolio grew to $122 million, which was a $38 million or 45% increase from the same point in 2003. The increase in earnings assets was primarily funded by a $143 million or 18% increase in deposits from December 31, 2003.

“We are particularly proud of the performance of our relationship managers who continue to distinguish themselves in a very competitive marketplace. While we have traditionally enjoyed strong loan growth, the deposit growth performance was outstanding, especially when considering the ratio of demand deposits to our total,” noted Eichner.

The company’s net interest rate margin declined from 4.01% to 3.84% in 2004. The 17 basis point decline in the net interest rate margin was primarily due to a 15 basis point decline in the portfolio loan yield to 5.48%, while the cost of interest-bearing liabilities remained flat with 2003. Price competition for new loans was the main factor responsible for the declining loan yield. Costs of deposits increased slightly in 2004 versus 2003 as money market rates increased during the last half of 2004.

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The company’s tradition of excellent asset quality continued throughout 2004. At December 31, 2004 the allowance for loan losses was $11.7 million or 1.30% of portfolio loans versus $10.6 million or 1.35% at the end of 2003. The $1.1 million increase in the allowance was the net result of a $2.2 million provision for loan losses offset by $1.1 million of net loan charge-offs. In 2003, the provision for loan losses was $3.6 million and net loan charge-offs were $1.6 million. The decline in the provision for loan losses was due to stable and low non-performing loan levels, strengthening local economies and favorable delinquency trends. Asset quality was outstanding in 2004, as indicated by non-performing loans of $1.8 million or just 0.20% of portfolio loans at December 31, 2004 and net charge-offs representing only 0.13% of average loans for the year.

Deposit service charges for 2004 of $2.0 million increased $250,000 or 14% versus 2003. Growth in the number of accounts and services provided, along with improved service charge collections accounted for the increases. Some gains were partially offset by a rising earnings credit rate in the last half of 2004.

Commenting on the company’s wealth management business segment, Eichner noted, “This line of business is not only a great differentiator for our company, but is rapidly becoming a significant contributor to earnings growth. Our unique family office concept for business owners and their families is clearly resonating in the market.”

Wealth management income increased $684,000 or 19% to $4.3 million in 2004. Excluding fees earned on non-recurring sales of life insurance policies from both 2003 and 2004, wealth management income increased $1.5 million or 58% in 2004. Assets under administration were $1.33 billion at December 31, 2004, a 16% increase over the $1.15 billion at the end of 2003. The addition of the Wealth Products Group and Enterprise Business Consulting units in 2004 added $350,000 of revenue to this segment.

The company achieved further operating leverage in 2004 through a combination of growth and control of noninterest expense. Noninterest expense was $29.3 million for the year ended December 31, 2004, an increase of $1.1 million or just 4% over the $28.2 million in 2003. Total compensation expense, which accounts for approximately 63% of all noninterest expense, grew only 5% in 2004 despite the Company’s top line growth. These expenses included salary, bonuses, benefits and commissions company-wide. For the fourth quarter, noninterest expense was $8.3 million, an increase of $1.0 million over the same period in 2003.

“The company is very focused on controlling its non-interest expense and we are seeing major gains in productivity,” said Eichner. “This is evident in our stable to improving efficiency and expense to asset ratios. If one adjusts for the branch sale gain in 2003 and the write-off associated with the TRUPS refinance in 2004, the trends in these ratios are even more favorable.”

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During the fourth quarter of 2004, the Company redeemed $11 million of its TRUPS issued in 1999 that are shown as Subordinated Debentures on the Company’s balance sheet. The 1999 TRUPS carried a fixed coupon rate of 9.40% and were callable on December 15, 2004. The Company financed the redemption by issuing $11 million of pooled TRUPS on December 13, 2004 at an initial interest rate of 4.42%, or 1.97% over LIBOR, floating. In connection with the redemption, the Company expensed $554,000 of the remaining unamortized debt issuance costs in the fourth quarter. Using the initial interest rate of 4.42%, the annual interest savings to the company would approximate $550,000 before taxes. Actual savings in future years will depend on changes in the rate environment.

Another significant factor contributing to the $1.0 million increase in noninterest expense for the fourth quarter was $316,000 of higher professional fees primarily associated with the work required under Sarbanes Oxley Section 404.

Gains on sale of mortgage loans decreased significantly from $927,000 in 2003 to $262,000 in 2004 due to a decline in refinancing activities during 2004.

In comparing 2003 performance to that of 2004, readers are reminded that the Company sold three bank branches in Southeast Kansas in April of 2003 and recorded a $3.1 million gain less a $150,000 write-off of related goodwill.

For the year ended December 31, 2004, the effective tax rate for the Company was 33.2%, a significant improvement from the 36.8% rate in 2003. Two items contributed to this decline. During the third quarter of 2004, the Company had a $241,000 reversal of the remaining deferred tax valuation allowance related to merchant banking losses in 2001. The nature and deductibility of these losses were finally determined when the Company filed its 2003 income tax returns in September 2004. During the second quarter of 2004, the Company recognized state income tax refunds of $163,000 related to amendments of prior state income tax returns.

In summarizing the year, Eichner commented, “This was clearly an outstanding year for EFSC on many fronts. It has been gratifying to see the stock market react so favorably. Our goal of establishing EFSC as a high growth winner stock in the small cap investment market is being achieved.” The company has applied for a national listing on the NASDAQ. Approval of the listing is expected in the first quarter of 2005. EFSC stock increased in value by 32% in 2004 and has more than doubled since July of 2002.

Enterprise Financial operates commercial banking and wealth management businesses in metropolitan St. Louis and Kansas City, with a primary focus on serving the needs of privately held businesses, their owners and other success-minded individuals.

Please refer to the Consolidated Financial Summary attached for more details.

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Readers should note that in addition to the historical information contained herein, this press release may contain 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. 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, exposure to local economic conditions, risks associated with rapid increase or decrease in prevailing interest rates and competition from banks and other financial institutions, as well as those in Enterprise Financial’s 2003 Annual Report on Form 10-K.

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ENTERPRISE FINANCIAL SERVICES CORP

CONSOLIDATED FINANCIAL SUMMARY

(unaudited)

	Quarter Ended December 31,						Year Ended December 31,
(Dollars in thousands except per share data)	2004			2003			2004			2003
EARNINGS SUMMARY
Total interest income	$	13,698		$	10,841		$	48,893		$	43,245
Total interest expense		3,680			2,552			12,169			10,544
Net interest income		10,018			8,289			36,724			32,701
Provision for loan loss		775			899			2,212			3,627
Net interest income after provision for loan losses		9,243			7,390			34,512			29,074
NONINTEREST INCOME
Deposit service charges		503			434			2,032			1,782
Gain on sale of loans		43			97			262			927
Wealth Management income		1,283			1,148			4,306			3,622
Gain on sale of branches		—			—			—			2,938
Other		118			465			522			822
Total noninterest income		1,947			2,144			7,122			10,091
NONINTEREST EXPENSE
Salaries and benefits		4,705			4,622			18,553			17,698
Occupancy		550			503			2,090			1,974
Furniture and equipment		186			197			720			841
Other		2,835			1,948			7,968			7,702
Total noninterest expense		8,276			7,270			29,331			28,215
Income before income tax		2,914			2,264			12,303			10,950
Income taxes		1,067			829			4,088			4,025
Net income	$	1,847		$	1,435		$	8,215		$	6,925
Basic earnings per share	$	0.19		$	0.15		$	0.85		$	0.72
Diluted earnings per share	$	0.18		$	0.14		$	0.82		$	0.70
Return on average assets		0.67	%		0.63	%		0.81	%		0.80	%
Return on average equity		10.16	%		8.72	%		11.93	%		10.96	%
Net interest rate margin (fully tax equivalized)		3.85	%		3.89	%		3.84	%		4.01	%
Efficiency ratio		69.17	%		69.68	%		66.90	%		65.94	%
Noninterest expense to average assets		3.01	%		3.20	%		2.91	%		3.25	%

ENTERPRISE FINANCIAL SERVICES CORP

CONSOLIDATED FINANCIAL SUMMARY (cont.)

(unaudited)

	December 31,
(Dollars in thousands except per share data)	2004		2003
BALANCE SHEET DATA
ASSETS
Cash and due from banks	$	28,324	$	26,271
Interest-bearing deposits		156		217
Debt and equity investments		121,638		83,949
Loans held for sale		2,376		2,848
Portfolio loans		898,505		783,878
Less allowance for loan losses		11,665		10,590
Net loans		886,840		773,288
Premises and equipment, net		8,044		7,318
Goodwill		1,938		1,938
Other assets		10,634		11,897
Total assets	$	1,059,950	$	907,726
LIABILITIES AND SHAREHOLDERS’ EQUITY
Non-interest bearing deposits	$	197,283	$	164,952
Interest bearing deposits		742,345		631,448
Total deposits		939,628		796,400
Subordinated debentures		20,620		15,464
FHLB advances		10,299		14,500
Other borrowings		9,866		9,647
Other liabilities		6,811		6,327
Total liabilities		987,224		842,338
Shareholders’ equity		72,726		65,388
Total liabilities and shareholders’ equity	$	1,059,950	$	907,726

ENTERPRISE FINANCIAL SERVICES CORP

CONSOLIDATED FINANCIAL SUMMARY (cont.)

(unaudited)

	Quarter Ended December 31,						Year Ended December 31,
(Dollars in thousands except per share data)	2004			2003			2004			2003
MARKET DATA
Book value per share							$	7.44		$	6.80
Market value per share							$	18.50		$	14.00
Period end common shares								9,778,357			9,618,482
Average basic common shares		9,747,219			9,599,475			9,695,500			9,566,059
Average diluted common shares		10,224,080			9,908,597			10,054,691			9,875,141
ASSET QUALITY
Net charge-offs	$	551		$	379		$	1,137		$	1,637
Nonperforming loans							$	1,826		$	1,548
Nonperforming loans to total loans								0.20	%		0.20	%
Allowance for loan loss to total loans								1.30	%		1.35	%
Net charge-offs to average loans (annualized)		0.25	%		0.20	%		0.13	%		0.22	%
CAPITAL
Average equity to average assets								6.83	%		7.28	%
Tier 1 capital to risk-weighted assets								9.94	%		9.77	%
Total capital to risk-weighted assets								11.19	%		11.02	%
AVERAGE BALANCES
Portfolio loans	$	872,700		$	751,781		$	845,221		$	733,645
Earning assets		1,047,990			860,662			967,854			825,973
Total assets		1,092,677			901,398			1,008,022			868,303
Deposits		977,358			796,945			888,830			754,053
Shareholders’ equity		72,345			65,271			68,854			63,175

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