ENTERPRISE FINANCIAL SERVICES CORP - 10-Q Quarterly Report

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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 September 30, 2004

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the transition period from to

Commission file number: 001-15373

ENTERPRISE FINANCIAL SERVICES CORP

(Exact Name of Registrant as Specified in its Charter)


Delaware		43-1706259
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

150 North Meramec, Clayton, MO		63105
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 314-725-5500

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 reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities and Exchange Act of 1934). Yes x No ¨

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock as of October 29, 2004:

Common Stock, $.01 par value 9,736,790 shares outstanding

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

TABLE OF CONTENTS


		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited):

Consolidated Balance Sheets At September 30, 2004 and December 31, 2003		1

Consolidated Statements of Operations Three Months and Nine Months Ended September 30, 2004 and 2003		2

Consolidated Statements of Comprehensive Income Three Months and Nine Months Ended September 30, 2004 and 2003		3

Consolidated Statements of Cash Flows Nine Months Ended September 30, 2004 and 2003		4

Notes to Consolidated Financial Statements		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Disclosure Control and Procedures	24

PART II - OTHER INFORMATION

Item 6.	Exhibits and Reports on Form 8-K	25

Signatures		26

Certifications		40

PART I - Item 1

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

Consolidated Balance Sheets


	(Unaudited) At September 30, 2004			(Audited) At December 31, 2003
Assets
Cash and due from banks	$	29,316,350		$	26,271,251
Federal funds sold		38,711,676			—
Interest-bearing deposits		142,422			216,926
Investments in debt and equity securities:
Available for sale, at estimated fair value		92,998,211			83,938,696
Held to maturity, at amortized cost (estimated fair value of $8,464 at September 30, 2004 and $9,923 at December 31, 2003)		8,325			9,848

Total investments in debt and equity securities		93,006,536			83,948,544

Loans held for sale		1,598,961			2,848,214
Loans, less unearned loan fees		874,092,067			783,877,820
Less allowance for loan losses		11,440,682			10,590,001

Loans, net		862,651,385			773,287,819

Other real estate owned		273,236			—
Fixed assets, net		7,070,603			7,317,664
Accrued interest receivable		3,914,690			3,278,904
Goodwill		1,937,537			1,937,537
Prepaid expenses and other assets		7,766,223			8,619,345

Total assets	$	1,046,389,619		$	907,726,204

Liabilities and Shareholders’ Equity
Deposits:
Demand	$	184,425,908		$	164,952,091
Interest-bearing transaction accounts		77,951,619			58,925,540
Money market accounts		434,677,742			371,582,696
Savings		3,992,393			4,123,387
Certificates of deposit:
$100,000 and over		190,553,676			154,142,327
Other		45,333,620			42,674,146

Total deposits		936,934,958			796,400,187
Subordinated debentures		20,619,208			15,464,208
Federal Home Loan Bank advances		11,413,070			14,500,056
Notes payable and other borrowings		429,983			9,647,094
Accrued interest payable		1,331,357			1,150,539
Accounts payable and accrued expenses		4,615,206			5,176,416

Total liabilities		975,343,782			842,338,500

Shareholders’ equity:
Common stock, $.01 par value; authorized 20,000,000 shares; issued and outstanding 9,731,990 shares at September 30, 2004 and 9,618,482 shares at December 31, 2003		97,320			96,185
Additional paid-in capital		40,652,323			39,841,177
Retained earnings		30,472,050			24,832,021
Accumulated other comprehensive (loss) income		(175,856	)		618,321

Total shareholders’ equity		71,045,837			65,387,704

Total liabilities and shareholders’ equity	$	1,046,389,619		$	907,726,204

See accompanying notes to consolidated financial statements.

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

Consolidated Statements of Operations (unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2004		2003		2004		2003
Interest income:
Interest and fees on loans	$	11,788,231	$	10,297,657	$	33,303,547	$	30,971,344
Interest on debt and equity securities:
Taxable		583,582		363,530		1,561,424		1,252,306
Nontaxable		10,228		8,625		30,679		13,178
Interest on federal funds sold		138,173		25,555		223,940		111,639
Interest on interest-bearing deposits		673		1,788		2,023		1,896
Dividends on equity securities		28,822		19,889		73,541		53,450

Total interest income		12,549,709		10,717,044		35,195,154		32,403,813

Interest expense:
Interest-bearing transaction accounts		96,789		34,424		193,532		135,708
Money market accounts		1,191,827		776,062		2,955,008		2,588,259
Savings		3,184		3,279		9,004		21,052
Certificates of deposit:
$100,000 and over		1,057,904		762,446		2,894,079		2,171,330
Other		258,639		326,382		777,681		1,267,077
Subordinated debentures		374,253		306,901		1,035,893		924,324
Federal Home Loan Bank borrowings		173,080		246,600		593,147		849,105
Other borrowings		747		6,232		30,369		35,070

Total interest expense		3,156,423		2,462,326		8,488,713		7,991,925

Net interest income		9,393,286		8,254,718		26,706,441		24,411,888
Provision for loan losses		100,000		635,113		1,437,000		2,728,439

Net interest income after provision for loan losses		9,293,286		7,619,605		25,269,441		21,683,449

Noninterest income:
Service charges on deposit accounts		531,927		454,624		1,528,757		1,347,445
Wealth Management income		1,119,192		1,214,174		3,023,203		2,474,001
Other service charges and fee income		92,141		92,453		277,360		279,619
Gain on sale of branches		—		—		—		2,937,976
Gain on sale of mortgage loans		9,093		301,651		219,068		830,781
Gain on sale of securities		125,337		—		126,480		77,884

Total noninterest income		1,877,690		2,062,902		5,174,868		7,947,706

Noninterest expense:
Compensation		3,962,363		3,912,989		11,747,669		11,218,261
Payroll taxes and employee benefits		611,622		596,440		2,100,430		1,857,535
Occupancy		522,729		496,303		1,540,311		1,471,219
Furniture and equipment		175,819		189,409		533,941		643,855
Data processing		208,323		218,094		585,870		730,327
Other		1,575,768		1,507,611		4,547,238		5,024,532

Total noninterest expense		7,056,624		6,920,846		21,055,459		20,945,729

Income before income tax expense		4,114,352		2,761,661		9,388,850		8,685,426
Income tax expense		1,260,623		1,004,788		3,021,654		3,195,083

Net income	$	2,853,729	$	1,756,873	$	6,367,196	$	5,490,343

Per share amounts:
Basic earnings per share	$	0.29	$	0.18	$	0.66	$	0.57

Basic weighted average common shares outstanding		9,723,695		9,580,091		9,681,437		9,554,540

Diluted earnings per share	$	0.28	$	0.18	$	0.63	$	0.56

Diluted weighted average common shares outstanding		10,074,329		9,880,404		10,005,663		9,861,025

See accompanying notes to consolidated financial statements.

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (unaudited)


	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
Net income	$	2,853,729		$	1,756,873		$	6,367,196		$	5,490,343
Other comprehensive income (loss):
Unrealized gain (loss) on investment securities arising during the period, net of tax		681,544			(226,702	)		(134,520	)		(152,878	)
Less reclassification adjustment for realized gain on sale of securities included in net income, net of tax		(82,722	)		—			(83,477	)		(51,903	)
Unrealized gain (loss) on cash flow type derivative instruments arising during the period, net of tax		116,820			(356,400	)		(576,180	)		(226,380	)

Total other comprehensive income (loss)		715,642			(583,102	)		(794,177	)		(431,161	)

Total comprehensive income	$	3,569,371		$	1,173,771		$	5,573,019		$	5,059,182

See accompanying notes to consolidated financial statements.

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)


	Nine months ended September 30,
	2004			2003
Cash flows from operating activities:
Net income	$	6,367,196		$	5,490,343
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		746,924			976,210
Provision for loan losses		1,437,000			2,728,439
Net amortization of debt and equity securities		386,110			753,870
Gain on sale of securities		(126,480	)		(77,884	)
Mortgage loans originated		(47,915,019	)		(101,770,234	)
Proceeds from mortgage loans sold		49,383,340			107,154,352
Gain on sale of mortgage loans		(219,068	)		(830,781	)
Noncash compensation expense attributed to stock option grants		77,164			187,648
(Increase) decrease in accrued interest receivable		(635,786	)		222,802
Increase (decrease) in accrued interest payable		180,818			(72,478	)
(Decrease) increase in accrued salaries payable		(577,281	)		1,674,044
Gain on sale of branches		—			(2,937,976	)
Other, net		419,322			(952,445	)

Net cash provided by operating activities		9,524,240			12,545,909

Cash flows from investing activities:
Cash paid in sale of branches		—			(16,740,983	)
Purchases of available for sale debt and equity securities		(127,381,055	)		(49,811,986	)
Proceeds from sale of available for sale debt securities		62,639,932			11,115,471
Redemption (purchase) of equity securities		2,484,200			(98,400	)
Proceeds from maturities and principal paydowns on available for sale debt and equity securities		52,595,821			42,892,924
Proceeds from maturities and principal paydowns on held to maturity debt securities		1,523			2,099
Net increase in loans		(91,221,995	)		(59,257,555	)
Recoveries of loans previously charged off		148,193			253,477
Purchases of fixed assets		(502,212	)		(636,583	)

Net cash used in investing activities		(101,235,593	)		(72,281,536	)

Cash flows from financing activities:
Net increase (decrease) in non-interest bearing deposit accounts		19,473,817			(714,001	)
Net increase in interest bearing deposit accounts		121,060,954			40,458,382
Proceeds from issuance of subordinated debentures		5,155,000			—
Maturities and paydowns of Federal Home Loan Bank advances		(58,086,986	)		(141,787,424	)
Proceeds from borrowings of Federal Home Loan Bank advances		55,000,000			130,000,000
Decrease in short-term borrowings		(8,146,849	)		—
Proceeds from notes payable		100,000			100,000
Paydowns of notes payable		(100,000	)		(100,000	)
Decrease in other borrowings		(1,070,262	)		(471,622	)
Cash dividends paid		(727,167	)		(574,529	)
Proceeds from the exercise of common stock options		735,117			945,989

Net cash provided by financing activities		133,393,624			27,856,795

Net increase (decrease) in cash and cash equivalents		41,682,271			(31,878,832	)
Cash and cash equivalents, beginning of period		26,488,177			72,485,483

Cash and cash equivalents, end of period	$	68,170,448		$	40,606,651

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	8,307,895		$	8,064,403
Income taxes		1,844,500			3,477,062

Noncash transactions:
Transfer to to other real estate owned in settlement of loans		273,236			344,985
Write off of goodwill associated with sale of branches		—			150,000

See accompanying notes to consolidated financial statements.

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1) Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements. The accompanying consolidated financial statements of Enterprise Financial Services Corp and subsidiaries (the “Company”) are unaudited and should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. Enterprise Financial Services Corp (the “Company”) is a financial holding company that provides a full range of banking services to individual and corporate customers located in the St. Louis and Kansas City Metropolitan markets through its subsidiary, Enterprise Bank & Trust (the “Bank”). In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation of the results of operations for the interim periods presented herein have been included. Operating results for the three and nine month periods ended September 30, 2004 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2004. The consolidated financial statements include all accounts of the Company. All significant intercompany accounts and transactions have been eliminated.

Certain amounts in the consolidated financial statements for the year ended December 31, 2003 have been reclassified to conform to the 2004 presentation. Such reclassifications had no effect on previously reported consolidated net income or shareholders’ equity.

(2) Earnings Per Share

Basic earnings per share data is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share gives effect to the increase in the average shares outstanding which would have resulted from the exercise of dilutive stock options and warrants. The components of basic and diluted earnings per share for the three and nine months ended September 30, 2004 and 2003 are as follows:


	Three months ended September 30,				Nine months ended September 30,
	2004		2003		2004		2003
Basic
Net income attributable to common shareholders’ equity	$	2,853,729	$	1,756,873	$	6,367,196	$	5,490,343

Weighted average common shares outstanding		9,723,695		9,580,091		9,681,437		9,554,540

Basic earnings per share	$	0.29	$	0.18	$	0.66	$	0.57

Diluted
Net income attributable to common shareholders’ equity	$	2,853,729	$	1,756,873	$	6,367,196	$	5,490,343

Weighted average common shares outstanding		9,723,695		9,580,091		9,681,437		9,554,540
Effect of dilutive stock options		350,634		300,313		324,226		306,485

Diluted weighted average common shares outstanding		10,074,329		9,880,404		10,005,663		9,861,025

Diluted earnings per share	$	0.28	$	0.18	$	0.63	$	0.56

(3) Subordinated Debentures

On May 11, 2004, EFSC Capital Trust II (“EFSC Trust”), a newly-formed Delaware business trust and subsidiary of the Company, issued 5,000 floating rate Trust Preferred Securities (“Preferred Securities”) at $1,000 per share to a Trust Preferred Securities Pool. The floating rate is equal to the three month LIBOR rate plus 2.65%, and reprices quarterly. The Preferred Securities are fully irrevocably and unconditionally guaranteed on a subordinated basis by the Company. The proceeds of the Preferred Securities were invested in junior subordinated debentures of the Company. The net proceeds to the Company from the sale of the junior subordinated debentures, after deducting underwriting commissions and estimated offering expenses, were approximately $4.97 million. Distributions on the Preferred Securities will be payable quarterly on March 17, June 17, September 17 and December 17 of each year that the Preferred Securities are outstanding, commencing September 17, 2004. The Preferred Securities are classified as subordinated debentures and the distributions are recorded as interest expense in the Company’s consolidated financial statements.

A portion of the proceeds from the offering were used to invest $3 million in the form of additional capital in the Bank with the remaining funds available for operating expenses at the holding company level.

(4) Segment Disclosure

Management segregates the Company into three distinct businesses for evaluation purposes. The three segments are Banking, Wealth Management, and Corporate and Intercompany. The segments are evaluated separately on their individual performance, as well as, their contribution to the Company as a whole.

The majority of the Company’s assets and income result from the Banking segment. The Bank consists of three banking branches and an operations center in the St. Louis region and two banking branches in the Kansas City region. The products and services offered by the banking branches include a broad range of commercial and personal banking services, including certificates of deposit, individual retirement accounts, checking and other demand deposit accounts, interest checking accounts, savings accounts and money market accounts. Loans include commercial, financial, real estate construction and development, commercial and residential real estate, consumer and installment loans. Other financial services include mortgage banking, debit and credit cards, automatic teller machines, internet account access, safe deposit boxes, and treasury management services.

Wealth Management provides fee-based personal and corporate financial consulting and trust services. Personal financial consulting includes estate planning, investment management, and retirement planning. Corporate consulting services are focused in the areas of retirement plans, management compensation, strategic planning and management succession issues. The Wealth Management segment also provides life, annuity, disability income, and long-term care products and mutual funds.

The Corporate and Intercompany segment includes the holding company and subordinated debentures. The Company incurs general corporate expenses and owns Enterprise Bank & Trust.

The following are the financial results and balance sheet information for the Company’s operating segments as of September 30, 2004 and December 31, 2003 and for the three and nine month periods ended September 30, 2004 and 2003 (unaudited):


Balance Sheet Information:	Banking		Wealth Management		Corporate and Intercompany			Total
September 30, 2004
Loans, less unearned loan fees	$	874,092,067	$	—	$	—		$	874,092,067
Goodwill		1,937,537		—		—			1,937,537
Deposits		903,290,615		33,804,043		(159,700	)		936,934,958
Borrowings		11,843,053		—		20,619,208			32,462,261
Total assets	$	1,043,707,906	$	—	$	2,681,713		$	1,046,389,619

December 31, 2003
Loans, less unearned loan fees	$	783,877,820	$	—	$	—		$	783,877,820
Goodwill		1,937,537		—		—			1,937,537
Deposits		761,306,595		36,415,171		(1,321,579	)		796,400,187
Borrowings		24,147,150		—		15,464,208			39,611,358
Total assets	$	905,434,357	$	—	$	2,291,847		$	907,726,204


Income statement information:	Banking		Wealth Management			Corporate and Intercompany			Total
Three months ended September 30, 2004
Net interest income	$	9,743,058	$	15,791		$	(365,563	)	$	9,393,286
Provision for loan losses		100,000		—			—			100,000
Noninterest income		758,498		1,119,192			—			1,877,690
Noninterest expense		5,473,182		891,346			692,096			7,056,624

Income (loss) before income tax expense		4,928,374		243,637			(1,057,659	)		4,114,352
Income tax expense (benefit)		1,793,381		90,146			(622,904	)		1,260,623

Net income (loss)	$	3,134,993	$	153,491		$	(434,755	)	$	2,853,729

Three months ended September 30, 2003
Net interest income	$	8,536,925	$	24,694		$	(306,901	)	$	8,254,718
Provision for loan losses		635,113		—			—			635,113
Noninterest income		827,360		1,228,582			6,960			2,062,902
Noninterest expense		5,127,891		1,183,846			609,109			6,920,846

Income (loss) before income tax expense		3,601,281		69,430			(909,050	)		2,761,661
Income tax expense (benefit)		1,310,525		25,689			(331,426	)		1,004,788

Net income (loss)	$	2,290,756	$	43,741		$	(577,624	)	$	1,756,873

Nine months ended September 30, 2004
Net interest income	$	27,655,380	$	58,481		$	(1,007,420	)	$	26,706,441
Provision for loan losses		1,437,000		—			—			1,437,000
Noninterest income		2,147,876		3,023,203			3,789			5,174,868
Noninterest expense		16,245,939		2,728,944			2,080,576			21,055,459

Income (loss) before income tax expense		12,120,317		352,740			(3,084,207	)		9,388,850
Income tax expense (benefit)		4,248,016		130,514			(1,356,876	)		3,021,654

Net income (loss)	$	7,872,301	$	222,226		$	(1,727,331	)	$	6,367,196

Nine months ended September 30, 2003
Net interest income	$	25,264,018	$	72,007		$	(924,137	)	$	24,411,888
Provision for loan losses		2,728,439		—			—			2,728,439
Noninterest income		5,434,682		2,527,628			(14,604	)		7,947,706
Noninterest expense		16,272,066		2,751,637			1,922,026			20,945,729

Income (loss) before income tax expense		11,698,195		(152,002	)		(2,860,767	)		8,685,426
Income tax expense (benefit)		4,302,194		(56,241	)		(1,050,870	)		3,195,083

Net income (loss)	$	7,396,001	$	(95,761	)	$	(1,809,897	)	$	5,490,343

(5) Derivative Instruments and Hedging Activities

The Company utilizes interest rate swap derivatives as one method to manage some of its interest rate risk from recorded financial assets and liabilities. These derivatives are utilized when they can be demonstrated to effectively hedge a designated asset or liability and such asset or liability exposes the Bank to interest rate risk.

The Bank accounts for its derivatives under Statement of Financial Accounting Standards (SFAS) No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities and SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. These Standards require recognition of all derivatives as either assets or liabilities in the balance sheet and require measurement of those instruments at fair value through adjustments to either other comprehensive income, current earnings, or both, as appropriate.

The decision to enter into an interest rate swap is made after considering the asset/liability position of the Bank, the desired asset/liability sensitivity and interest rate levels. Prior to entering into a hedge transaction, the Bank formally documents the relationship between hedging instruments and this hedged items, as well as the risk management objective for undertaking the various hedge transactions.

The following is a summary of the Company’s accounting policies for derivative instruments and its activities under SFAS No. 149 and SFAS No. 133.

Cash Flow Hedges – The Bank enters into interest rate swap agreements to convert floating-rate loan assets to fixed rates. The swap agreements provide for the Bank to pay a variable rate of interest equivalent to the prime rate and to receive a fixed rate of interest. Under the swap agreements the Bank is to pay or receive interest quarterly. Amounts to be paid or received under these swap agreements are accounted for on an accrual basis and recognized as interest income of the related loan asset. The net cash flows related to cash flow hedges increased interest income on loans by $307,000 and $979,000 for the three and nine months ended September 30, 2004, respectively. The net cash flows related to cash flow hedges increased interest income on loans by $487,000 and $1,309,000 for the three and nine months ended September 30, 2003, respectively.

Cash flow hedges are accounted for at fair value. The effective portion of the change in the cash flow hedge’s gain or loss is reported as a component of other comprehensive income net of taxes. The ineffective portion of the change in the cash flow hedge’s gain or loss is recorded in earnings on each quarterly measurement date. At September 30, 2004 and December 31, 2003, ($32,000) and $544,000, respectively, in deferred (losses)/gains, net of tax, related to cash flow hedges were recorded in accumulated other comprehensive (loss) income. Because all cash flow hedges were effective, there was no ineffectiveness recorded in earnings during the three and nine months ended September 30, 2004 and 2003.

The maximum term over which the Bank is hedging its exposure to the variability of future cash flows is less than 2 years.

Fair Value Hedges - The Bank enters into interest rate swap agreements with the objective of converting the fixed interest rate on brokered CDs to a variable interest rate. The swap agreements require the Bank to pay a variable rate of interest based on a spread to the three-month London Interbank Offered Rate (LIBOR) and to receive a fixed rate of interest equal to that of the brokered CD (hedged instrument.) Under the swap agreements the Bank is to pay or receive interest semiannually. Amounts to be paid or received under these swap agreements are accounted for on an accrual basis and recognized as interest expense of the related liability. The net cash flows related to fair value hedges decreased interest expense on certificates of deposit by $44,000 and $361,000 for the three and nine months ended September 30, 2004, respectively. The net cash flows related to fair value hedges decreased interest expense on certificates of deposit by $145,000 and $376,000 for the three and nine months ended September 30, 2003, respectively.

Fair value hedges are accounted for at fair value. The swaps qualify for the “shortcut method” under SFAS No. 133. Based on this shortcut method, no ineffectiveness is assumed. As a result, changes in the fair value of the swaps directly offset changes in the fair value of the underlying hedged item (i.e., brokered CDs). All changes in fair value are measured on a quarterly basis.

The maturity dates, notional amounts, interest rates paid and received and fair value of our interest rate swap agreements as of September 30, 2004 were as follows:


Hedge	Maturity Date	Notional Amount		Interest Rate Paid		Interest Rate Received		Fair Value
Cash Flow	1/29/2005	$	20,000,000	4.75	%	6.97	%	$	129,560
Cash Flow	3/21/2006		30,000,000	4.75		5.34			(82,838	)
Cash Flow	4/29/2006		40,000,000	4.75		5.42			(101,633	)
Fair Value	4/17/2006		10,000,000	2.13		2.45			(54,176	)
Fair Value	2/25/2005		10,000,000	2.08		1.70			(30,600	)
Fair Value	2/17/2006		10,000,000	2.00		2.30			(84,560	)
Fair Value	2/26/2007		10,000,000	2.02		2.90			(95,410	)

(6) New Accounting Standards

In December 2003, the FASB issued FASB Interpretation No. 46R, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51, a revision to FASB Interpretation No. 46, Consolidation of Variable Interest Entities issued in January 2003. This Interpretation is intended to achieve more consistent application of consolidation policies to variable interest entities and, thus to improve comparability between enterprises engaged in similar activities even if some of those activities are conducted through variable interest entities. The provisions of this Interpretation are effective for financial statements issued for fiscal years ending after December 15, 2003. The Company has three statutory and business trusts that were formed for the sole purpose of issuing trust preferred securities. The Company implemented FASB Interpretation No. 46R, as amended, which resulted in the deconsolidation of our two statutory and business trusts owned at that time The implementation of this Interpretation had no material effect on the Company’s consolidated financial position or results of operations.

FASB Statement No. 150, Accounting for Certain Financial Instruments with Character of both Liabilities and Equity, was issued in May 2003. This Statement establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. The Statement also includes required disclosures for financial instruments within its scope. For the Company, the Statement was effective for instruments entered into or modified after May 31, 2003 and otherwise will be effective as of January 1, 2004, except for mandatorily redeemable financial instruments. For certain mandatorily redeemable financial instruments, the Statement will be effective for the Company on January 1, 2005. The effective date has been deferred indefinitely for certain other types of mandatorily redeemable financial instruments. The Company currently does not have any financial instruments that are within the scope of this Statement.

In July 2004, the Derivatives Implementation Group of the FASB issued guidance on FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, Implementation Issue No. G25 (DIG Issue G25). DIG Issue G25 clarifies the FASB’s position on the ability of entities to hedge the variability in interest receipts or overall changes in cash flows on a group of prime-rate based loans. Under the new guidance these hedge relationships are allowed the use of the first payments received technique if all other conditions of FASB Statement No. 133 are met. The effective date of DIG Issue G25 is October 1, 2004 and should be applied to all hedging relationships as of the effective date. If a pre-existing cash flow hedging relationship has identified the hedged transactions in a manner inconsistent with the guidance in DIG Issue G25, the hedging relationship must be de-designated at the effective date. Any derivative gains or losses in other comprehensive income related to the de-designated hedging relationships should be accounted for under paragraphs 31 and 32 of Statement 133. The Company had pre-existing cash flow hedging relationships in a manner inconsistent with the guidance in DIG Issue G25 which had a $32,000 loss, net of tax, in other comprehensive income as of September 30, 2004. The Company implemented DIG Issue G25 on October 1, 2004 and de-designated its cash flow hedges which were inconsistent with the guidance. The $32,000 loss in other comprehensive income will be accreted to interest income over the remaining lives of the hedging relationships which range from 4 months to 18 months. These cash flow hedges were re-designated as new cash flow hedging relationships under the new guidance of DIG Issue G25. The implementation of DIG Issue G25 is not expected to have a material effect on the Company’s consolidated financial position or results of operations.

In March 2004, the SEC issued Staff Accounting Bulletin No. 105, Application of Accounting Principles to Loan Commitments, or SAB 105, which addresses the application of generally accepted accounting principles to loan commitments accounted for as derivative instruments. SAB 105 is effective for all mortgage loan commitments that are accounted for as derivative instruments that are entered into after March 31, 2004. The implementation of SAB 105 had no material effect on the Company’s consolidated financial position or results of operations.

(7) Stock Option Plans

The Company applies the intrinsic-value-based method of accounting proscribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25, issued in March 2000, to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. SFAS No. 123, Accounting for Stock-Based Compensation, established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements of SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, an Amendment of FASB Statement No. 123. The following table illustrates the effect on net income if the fair-value-based method had been applied to all outstanding and unvested awards in each period.


	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
Net income, as reported	$	2,853,729		$	1,756,873		$	6,367,196		$	5,490,343
Deduct total stock-based employee compensation expense determined under fair-value-based method for all awards, net of tax		(297,876	)		(156,144	)		(984,116	)		(675,794	)

Pro forma net income	$	2,555,853		$	1,600,729		$	5,383,080		$	4,814,549

Earnings per share:
Basic:
As reported	$	0.29		$	0.18		$	0.66		$	0.57
Pro forma		0.26			0.17			0.56			0.50

Diluted:
As reported	$	0.28		$	0.18		$	0.63		$	0.56
Pro forma		0.25			0.16			0.54			0.49

(8) Disclosures about Financial Instruments

The Bank issues financial instruments with off balance sheet risk in the normal course of the business of meeting the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments may involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the consolidated balance sheets.

The Bank’s extent of involvement and maximum potential exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for financial instruments included on its consolidated balance sheets. At September 30, 2004 and December 31, 2003, no amounts have been accrued for any estimated losses for these financial instruments.

The contractual amount of off-balance-sheet financial instruments as of September 30, 2004 and December 31, 2003 is as follows:

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since certain of these commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies, but may include accounts receivable, inventory, premises and equipment, and real estate.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. These standby letters of credit are primarily issued to support contractual obligations of the Bank’s customers. The credit risk involved in issuing letters of credit is essentially the same as the risk involved in extending loans to customers. The approximate remaining terms of standby letters of credit range from 1 month to 4 years at September 30, 2004.

Item 2: Management’s Discussion and Analysis of

Financial Condition and Results of Operations

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Readers should note that in addition to the historical information contained herein, some of the information in this report contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements typically are identified with use of terms such as “may,” “will,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. You should be aware that the Company’s actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including burdens imposed by federal and state regulation 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, all of which could cause the Company’s actual results to differ from those set forth in the forward-looking statements.

Introduction

This discussion summarizes the significant factors affecting the consolidated financial condition, results of operations, liquidity and cash flows of the Company for the three and nine month periods ended September 30, 2004 compared to the three and nine month periods ended September 30, 2003 and the year ended December 31, 2003. This discussion should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Financial Condition

Total assets at September 30, 2004 were $1.05 billion, an increase of $138 million, or 15%, over total assets of $908 million at December 31, 2003. Loans less unearned loan fees, were $874 million, an increase of $90 million, or 11%, over total loans of $784 million at December 31, 2003. The increase in loans is attributed to the success of the efforts of

the Company’s relationship officers. Federal funds sold, interest-bearing deposits and investment securities were $132 million at September 30, 2004 and $84 million at December 31, 2003. This increase was the result of the strong deposit growth discussed below.

Total deposits at September 30, 2004 were $937 million, an increase of $141 million, or 18%, over total deposits of $796 million at December 31, 2003. This deposit growth occurred in demand deposits, interest-bearing transaction deposits, money market deposits and certificates of deposit $100,000 and over as a result of new client relationships, increased sales penetration of existing clients, and additional brokered certificates of deposit. Money market deposits were $435 million, an increase of $63 million, or 17%, over money market deposits at December 31, 2003. Certificates of deposits were $236 million, an increase of $39 million, or 20%, over certificates of deposits at December 31, 2003. Consistent with the Bank’s overall funding strategy for 2004, the Bank executed $34 million of brokered certificates of deposit and had $20 million mature for a net of $14 million issued in the first nine months of 2004. These wholesale or non-client deposits supplement the Bank’s deposit gathering activities with its client base.

Total shareholders’ equity at September 30, 2004 was $71 million, an increase of $6 million, or 9%, over total shareholders’ equity of $65 million at December 31, 2003. The increase in equity is due to net income of $6.4 million for the nine months ended September 30, 2004 and the exercise of incentive stock options by employees, less dividends paid to shareholders, and a decrease in accumulated other comprehensive income.

Results of Operations

Net income was $2.9 million for the three month period ended September 30, 2004, an increase of 62% compared to net income of $1.8 million for the same period in 2003. Net income was $6.4 million for the nine month period ended September 30, 2004, an increase of 16% compared to net income of $5.5 million for the same period in 2003. The increase in net income for the three and nine months ended September 30, 2004 is attributable to an increase in net interest income and a decrease in provision for loan losses being somewhat offset by a reduction in noninterest income and a slight increase in noninterest expense. Included in noninterest income for the nine month period ended September 30, 2003 was a $2.9 million gain on the sale of branches. Basic earnings per share for the three month period ended September 30, 2004 and 2003 were $0.29 and $0.18, respectively. Fully diluted earnings per share for the three month periods ended September 30, 2004 and 2003 were $0.28 and $0.18, respectively. Basic earnings per share for the nine month periods ended September 30, 2004 and 2003 were $0.66 and $0.57, respectively. Fully diluted earnings per share for the nine month periods ended September 30, 2004 and 2003 were $0.63 and $0.56, respectively.

Net Interest Income

Net interest income (on a tax equivalent basis) was $9.5 million, or 3.85%, of average interest-earning assets, for the three months ended September 30, 2004, compared to $8.4 million, or 4.05%, of average interest-earning assets, for the same period in 2003. The $1.1 million increase in net interest income for the three months ended September 30, 2004 as compared to the same period in 2003 was the result of an increase in average interest-earning assets partially offset by an increase in the interest rates on average interest-bearing liabilities and a decrease in interest rates of average interest-earning assets and an increase in average interest-bearing liabilities.

Average interest-earning assets for the three months ended September 30, 2004 were $983 million, a $163 million, or 20% increase over $820 million, during the same period in 2003. The increase in average interest-earning assets is attributable to successful business development efforts of the Company’s relationship officers and additional investments in debt securities.

The yield on average interest-earning assets decreased to 5.12% for the three month period ended September 30, 2004 compared to 5.24% for the three month period ended September 30, 2003. The decrease in asset yield was primarily due to a change in asset mix. Loans were 84% of interest-earning assets for the three month period ended September 30, 2004 compared to 87% for the same period in 2003. Total securities and short-term investments were 12% and 9% for the same periods.

Average interest-bearing liabilities increased to $762 million for the three months ended September 30, 2004 from $634 million for the same period in 2003. The cost of interest-bearing liabilities increased to 1.65% for the three months ended September 30, 2004 compared to 1.54% for the same period in 2003. This decrease is attributed mainly to an increase in market rates in 2004, primarily interest-bearing transaction accounts and money market accounts. Average demand deposits increased $33 million, or 22%, to $185 million for the three months ended September 30, 2004 from $152 million for the same period in 2003. The increase in demand deposit accounts, money market accounts and savings accounts is attributed to the Company’s relationship officers and new product marketing programs implemented at the beginning of the year.

Average certificates of deposits increased to $234 million for the quarter ended September 30, 2004 from $186 million for the quarter ended September 30, 2003. This increase is due to a special CD retention marketing program and the issuance of brokered certificates of deposit. Growth in our customer certificates of deposit has been difficult given the product’s relative unattractiveness compared to money market and other more liquid products in the current interest rate environment.

The Company issued $5 million in floating rate Trust Preferred Securities in May 2004 as a result of asset growth and the desire for additional regulatory capital.

The Company issued $11 million of Trust Preferred Securities in December 1999 that are callable on December 15, 2004 and carry a fixed rate of 9.40%. It is the Company’s intention to redeem those securities on the call date and issue $11 million in floating rate Trust Preferred Securities that mature in thirty years, are callable in five years and carry a floating rate of three month LIBOR plus 197 basis points. The securities to be called have remaining deferred issuance costs of $563,000 which will be charged to non-interest expense in the fourth quarter of 2004.

The following table sets forth, on a tax-equivalent basis, certain information relating to the Company’s average balance sheet and reflects the average yield earned on interest-earning assets, the average cost of interest-bearing liabilities and the resulting net interest spread and net interest rate margin for the three month periods ended September 30, 2004 and 2003.


	Three months ended September 30,
	2004									2003
(Dollars in Thousands)	Average Balance			Percent of Total Assets		Interest Income/ Expense		Average Yield/ Rate		Average Balance			Percent of Total Assets		Interest Income/ Expense		Average Yield/ Rate
Assets
Interest-earning assets:
Taxable loans (1)	$	841,383		82.25	%	$	11,580	5.48	%	$	729,906		84.95	%	$	10,098	5.49	%
Tax-exempt loans(2)		16,407		1.60			316	7.66			15,722		1.83			303	7.65

Total loans		857,790		83.85			11,896	5.52			745,628		86.78			10,401	5.53
Taxable investments in debt and equity securities		81,972		8.01			612	2.97			59,475		6.92			383	2.55
Non-taxable investments in debt and equity securities(2)		1,634		0.16			15	3.81			1,533		0.18			13	3.36
Short-term investments		41,936		4.10			139	1.32			13,615		1.58			28	0.82

Total securities and short-term investments		125,542		12.27			766	2.43			74,623		8.68			424	2.25

Total interest-earning assets		983,332		96.12			12,662	5.12			820,251		95.46			10,825	5.24
Non-interest-earning assets:
Cash and due from banks		30,682		3.00							26,102		3.04
Other assets		20,547		2.01							22,732		2.65
Allowance for loan losses		(11,563	)	(1.13	)						(9,903	)	(1.15	)

Total assets	$	1,022,998		100.00	%					$	859,182		100.00	%

Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing transaction accounts	$	78,842		7.71	%	$	97	0.49	%	$	50,125		5.84	%	$	34	0.27	%
Money market accounts		401,765		39.27			1,192	1.18			354,197		41.22			776	0.87
Savings		4,278		0.42			3	0.28			4,510		0.52			3	0.26
Certificates of deposit		234,251		22.90			1,317	2.24			186,456		21.71			1,089	2.32

Total interest-bearing deposits		719,136		70.30			2,609	1.44			595,288		69.29			1,902	1.27
Subordinated debentures		20,619		2.02			374	7.22			15,464		1.80			307	7.88
Borrowed funds		22,155		2.16			173	2.46			23,545		2.74			253	4.26

Total interest-bearing liabilities		761,910		74.48			3,156	1.65			634,297		73.83			2,462	1.54
Noninterest-bearing liabilities:
Demand deposits		185,447		18.13							152,534		17.75
Other liabilities		6,872		0.67							8,097		0.94

Total liabilities		954,229		93.28							794,928		92.52
Shareholders’ equity		68,769		6.72							64,254		7.48

Total liabilities & shareholders’ equity	$	1,022,998		100.00	%					$	859,182		100.00	%

Net interest income						$	9,506								$	8,363

Net interest spread								3.47	%								3.70	%
Net interest rate margin(3)								3.85	%								4.05	%

(1)	Average balances include non-accrual loans. The income on such loans is included in interest but is recognized only upon receipt. Loan fees included in interest income are approximately $409,000 and $440,000 for the quarters ended September 30, 2004 and 2003, respectively.

(2)	Non-taxable income is presented on a fully tax-equivalent basis assuming a tax rate of 34%. The approximate tax-equivalent adjustments were $113,000 and $107,000 for the quarters ended September 30, 2004 and 2003, respectively.

(3)	Net interest income divided by average total interest earning assets.

Net interest income (on a tax equivalent basis) was $27.0 million, or 3.84%, of average interest-earning assets, for the nine months ended September 30, 2004, compared to $24.7 million, or 4.06%, of average interest-earning assets, for the same period in 2003. The $2.3 million increase in net interest income for the nine months ended September 30, 2004 as compared to the same period in 2003 was the result of an increase in average interest-earning assets and a decrease in the interest rates on average interest-bearing liabilities partially offset by a decrease in interest rates of average interest-earning assets and an increase in average interest-bearing liabilities.

Average interest-earning assets for the nine months ended September 30, 2004 were $941 million, a $127 million, or 16% increase over $814 million, during the same period in 2003. The increase in average interest-earning assets is attributable to continued calling efforts of the Company’s relationship officers and additional investments in debt securities.

The yield on average interest-earning assets decreased to 5.04% for the nine month period ended September 30, 2004 compared to 5.37% for the nine month period ended September 30, 2003. The decrease in asset yield was primarily due to a general decrease in the average yield on new fixed rate loans.

Average interest-bearing liabilities increased to $729 million for the nine months ended September 30, 2004 from $641 million for the same period in 2003. The cost of interest-bearing liabilities decreased to 1.56% for the nine months ended September 30, 2004 compared to 1.67% for the same period in 2003. This decrease is attributed mainly to declines in market interest rates for all sources of funding other than interest-bearing transaction accounts and money market accounts. Average demand deposits increased $30 million, or 20%, to $177 million for the nine months ended September 30, 2004 from $147 million for the same period in 2003. The increase in demand deposit accounts and money market accounts is attributed to the continued calling efforts of the Company’s relationship officers.

Average certificates of deposits increased to $226 million for the nine months ended September 30, 2004 from $182 million for the same period ended June 30, 2003. This increase in certificate of deposit accounts is a result of a special CD retention marketing program and the issuance of brokered certificates of deposit.

The following table sets forth, on a tax-equivalent basis, certain information relating to the Company’s average balance sheet and reflects the average yield earned on interest-earning assets, the average cost of interest-bearing liabilities and the resulting net interest spread and net interest rate margin for the nine month periods ended September 30, 2004 and 2003.


	Nine months ended September 30,
	2004									2003
(Dollars in Thousands)	Average Balance			Percent of Total Assets		Interest Income/ Expense		Average Yield/ Rate		Average Balance			Percent of Total Assets		Interest Income/ Expense		Average Yield/ Rate
Assets
Interest-earning assets:
Taxable loans (1)	$	821,399		83.85	%	$	32,669	5.31	%	$	719,353		83.94	%	$	30,406	5.65	%
Tax-exempt loans(2)		16,734		1.71			962	7.68			14,192		1.66			857	8.07

Total loans		838,133		85.56			33,631	5.36			733,545		85.60			31,263	5.70
Taxable investments in debt and equity securities		72,835		7.44			1,634	3.00			64,265		7.50			1,306	2.72
Non-taxable investments in debt and equity securities(2)		1,644		0.17			46	3.74			695		0.08			20	3.85
Short-term investments		28,336		2.89			226	1.07			15,779		1.84			114	0.97

Total securities and short-term investments		102,815		10.50			1,906	2.48			80,739		9.42			1,440	2.38

Total interest-earning assets		940,948		96.06			35,537	5.04			814,284		95.02			32,703	5.37
Non-interest-earning assets:
Cash and due from banks		28,597		2.92							29,343		3.41
Other assets		21,176		2.16							22,930		2.68
Allowance for loan losses		(11,123	)	(1.14	)						(9,529	)	(1.11	)

Total assets	$	979,598		100.00	%					$	857,028		100.00	%

Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing transaction accounts	$	67,148		6.85	%	$	194	0.39	%	$	55,977		6.53	%	$	136	0.32	%
Money market accounts		385,297		39.33			2,955	1.02			348,619		40.68			2,588	0.99
Savings		4,235		0.43			9	0.27			5,794		0.68			21	0.48
Certificates of deposit		225,626		23.04			3,672	2.17			182,043		21.24			3,438	2.53

Total interest-bearing deposits		682,306		69.65			6,830	1.34			592,433		69.13			6,183	1.40
Subordinated debentures		18,155		1.85			1,036	7.62			15,464		1.80			924	7.99
Borrowed funds		28,448		2.90			624	2.93			32,856		3.83			884	3.60

Total interest-bearing liabilities		728,909		74.40			8,490	1.56			640,753		74.76			7,991	1.67
Noninterest-bearing liabilities:
Demand deposits		176,799		18.05							147,166		17.17
Other liabilities		6,208		0.64							6,640		0.78

Total liabilities		911,916		93.09							794,559		92.71
Shareholders’ equity		67,682		6.91							62,469		7.29

Total liabilities & shareholders’ equity	$	979,598		100.00	%					$	857,028		100.00	%

Net interest income						$	27,047								$	24,712

Net interest spread								3.49	%								3.70	%
Net interest rate margin(3)								3.84	%								4.06	%

(1)	Average balances include non-accrual loans. The income on such loans is included in interest but is recognized only upon receipt. Loan fees included in interest income are approximately $1,144,000 and $1,120,000 for the nine month periods ended September 30, 2004 and 2003, respectively.

(2)	Non-taxable income is presented on a fully tax-equivalent basis assuming a tax rate of 34%. The approximate tax-equivalent adjustments were $343,000 and $292,000 for the nine month periods ended September 30, 2004 and 2003, respectively.

(3)	Net interest income divided by average total interest earning assets.

During the three months ended September 30, 2004, an increase in the average volume of interest-earning assets resulted in an increase in interest income of $1.8 million. Interest income increased $71,000 due to an increase in rates on average interest-earning assets. Increases in the average volume of interest-bearing liabilities contributed to an increase in interest expense of $491,000. Changes in interest rates on the average volume of interest-bearing liabilities resulted in an increase in interest expense of $203,000. The net effect of the volume and rate changes associated with all categories of interest-earning assets during the three months ended September 30, 2004 as compared to the same period in 2003 was an increase in interest income of $1.8 million, while the net effect of the volume and rate changes associated with all categories of interest-bearing liabilities was a increase in interest expense of $694,000.

During the nine months ended September 30, 2004, an increase in the average volume of interest-earning assets resulted in an increase in interest income of $4.6 million. Interest income decreased $1.8 million due to a decrease in rates on average interest-earning assets. Increases in the average volume of interest-bearing liabilities offset by declines in borrowed funds resulted in an increase in interest expense of $1.1 million. Changes in interest rates on the average volume of interest-bearing liabilities resulted in a decrease in interest expense of $606,000. The net effect of the volume and rate changes associated with all categories of interest-earning assets during the nine months ended September 30, 2004 as compared to the same period in 2003 was an increase in interest income of $2.8 million, while the net effect of the volume and rate changes associated with all categories of interest-bearing liabilities was an increase in interest expense of $499,000.

The following table sets forth on a tax equivalent basis, for the three and nine months ended September 30, 2004 compared to the same period ended September 30, 2003, a summary of the changes in interest income and interest expense resulting from changes in yield/rates and volume:


	2004 Compared to 2003
	3 month Increase (decrease) Due to									9 month Increase (decrease) Due to
	Volume(1)			Rate(2)			Net			Volume(1)			Rate(2)			Net
	(Dollars in Thousands)
Interest earned on:
Loans	$	1,507		$	(25	)	$	1,482		$	4,154		$	(1,891	)	$	2,263
Nontaxable loans (3)		12			1			13			149			(44	)		105
Taxable investments in debt and equity securities		160			69			229			185			143			328
Nontaxable investments in debt and equity securities (3)		1			1			2			27			(1	)		26
Short-term investments		86			25			111			99			13			112

Total interest-earning assets	$	1,766		$	71		$	1,837		$	4,614		$	(1,780	)	$	2,834

Interest paid on:
Interest-bearing transaction accounts	$	25		$	38		$	63		$	30		$	28		$	58
Money market accounts		114			302			416			281			86			367
Savings		—			—			—			(5	)		(7	)		(12	)
Certificates of deposit		267			(39	)		228			753			(519	)		234
Subordinated debentures		95			(28	)		67			155			(43	)		112
Borrowed funds		(10	)		(70	)		(80	)		(109	)		(151	)		(260	)

Total interest-bearing liabilities		491			203			694			1,105			(606	)		499

Net interest income (loss)	$	1,275		$	(132	)	$	1,143		$	3,509		$	(1,174	)	$	2,335

(1)	Change in volume multiplied by yield/rate of prior period.

(2)	Change in yield/rate multiplied by volume of prior period.

(3)	Non taxable income is presented on a fully tax-equivalent basis assuming a tax rate of 34%.

NOTE: The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Provision for Loan Losses

The provision for loan losses was $100,000 and $1.4 million for the three and nine month periods ended September 30, 2004, respectively, compared to $635,000 and $2.7 million for the same periods in 2003. The decrease in the provision for loan losses during the first nine months of 2004 as compared to the same period in 2003 is due to favorable delinquency trends, low non-performing loans as a percentage of total loans and strengthening local economies. The Company experienced $586,000 in net charge-offs for the nine months ended September 30, 2004 compared to net charge-offs of $1.3 million during the same period ended September 30, 2003.

The following table summarizes changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off, by loan category, and additions to the allowance that have been charged to the provision:


	Three months ended September 30,						Nine months ended September 30,
	2004			2003			2004			2003
	(Dollars in Thousands)						(Dollars in Thousands)
Allowance at beginning of period	$	11,448		$	9,539		$	10,590		$	8,600
Loans charged off:
Commercial and industrial		200			153			200			1,452
Real estate:
Commercial		—			—			427			—
Construction		—			—			—			—
Residential		—			28			100			28
Consumer and other		—			31			7			32

Total loans charged off		200			212			734			1,512

Recoveries of loans previously charged off:
Commercial and industrial		82			101			91			104
Real estate:
Commercial		—			—			—			66
Construction		—			—			—			—
Residential		7			5			39			33
Consumer and other		4			2			18			51

Total recoveries of loans previously charged off:		93			108			148			254

Net loans charged off		107			104			586			1,258

Provisions for loan losses		100			635			1,437			2,728

Allowance at end of period	$	11,441		$	10,070		$	11,441		$	10,070

Average loans	$	857,790		$	745,628		$	838,133		$	733,545
Total loans		874,092			745,330			874,092			745,330
Non-performing loans		1,722			1,483			1,722			1,483

Net charge-offs to average loans		0.05	%		0.06	%		0.09	%		0.23	%
Allowance for loan losses to loans		1.31			1.35			1.31			1.35
Allowance for loan losses to non-performing loans		664.40			679.03			664.40			679.03

The Company’s credit management policies and procedures focus on identifying, measuring, and controlling credit exposure. These procedures employ a lender-initiated system of rating credits, which is validated in the loan approval process and subsequently tested in internal loan reviews and regulatory bank examinations. The system requires rating all loans at the time they are made.

Adversely rated credits, including loans requiring close monitoring, which would normally not be considered criticized credits by regulators, are included on a monthly loan watch list. Other loans are added whenever any adverse circumstances are detected which might affect the borrower’s ability to meet the terms of the loan. This could be initiated by any of the following:

delinquency of a scheduled loan payment,

deterioration in the borrower’s financial condition identified in a review of periodic financial statements,

decrease in the value of collateral securing the loan or,

change in the economic environment in which the borrower operates.

Loans on the watch list require detailed loan status reports, including recommended corrective actions, prepared by the responsible loan officer every three months. These reports are then discussed in formal meetings with the Chief Credit Officer of the Company and the Executive Loan Committee.

Downgrades of loan risk ratings may be initiated by the responsible loan officer, internal loan review, or the credit analyst department at any time. Upgrades of risk ratings may only be made with the concurrence of the Chief Credit Officer and Loan Review.

In determining the allowance and the related provision for loan losses, four principal elements are considered:

specific allocations based upon probable losses identified during a monthly review of the loan portfolio,

allocations based principally on loan risk ratings,

allocations for specific industries, and

additional allowance based on subjective factors.

The first element reflects the Company’s estimate of probable losses based upon a systematic review of specific loans. These estimates are based upon discounted collateral exposure, but other objective factors such as payment history and financial condition of the borrower may be used as well.

The second element reflects the application of the Company’s loan rating system. This rating system is similar to those employed by state and federal banking regulators. Loans are rated and assigned a loss allocation factor for each category that is consistent with our historical losses, adjusted for environmental factors. The lower the rating assigned to a loan, the greater the allocation percentage that is applied.

The third element relates to specific industry risk due to the current economic, environmental, or regulatory conditions of that industry. In addition to risk rating every loan in our portfolio, the Company assigns a Standard Industry Code (SIC) to each loan so that outstanding credit exposure to different industries can be effectively monitored. For those industries that appear to be stressed based on review of credit spreads and available data in publications, the Company assigns some additional loss exposure to the balances that we have in the applicable SIC.

The fourth element is based on factors that cannot necessarily be associated with a specific credit or loan category and represents management’s attempt to ensure that the overall allowance for loan losses appropriately reflects a margin for the imprecision necessarily inherent in the estimates of expected credit losses. The Company considers a number of subjective factors when determining the unallocated portion, including local and general economic business factors and trends, portfolio concentrations, and changes in the size, mix and general terms of the loan portfolio. A specific subjective factor that has become more apparent in the past year is competitive pressures in the Company’s local markets. The pressures to maintain and grow the loan portfolio in a slow growth economic environment has to some degree affected the credit structure and pricing on a portion of the Company’s loans.

Based on this quantitative and qualitative analysis, the allowance for loan losses is adjusted. Such adjustments are reflected as “Provision for loan losses” in the Company’s consolidated statements of operations.

The Company does not engage in foreign lending. Additionally, the Company does not have any concentrations of loans exceeding 10% of total loans, which are not otherwise disclosed in the loan portfolio composition table provided in the Company’s most recent Annual Report on Form 10-K. The Company does not have a material amount of interest-bearing assets, which would have been included in non-accrual, past due or restructured loans if such assets were loans.

The Company believes the allowance for loan losses is adequate to absorb probable losses in the loan portfolio. While the Company uses available information to recognize loan losses, future additions to the allowance for loan losses may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses. Such agencies may require the Company to increase the allowance for loan losses based on their judgments and interpretations of information available to them at the time of their examinations.

The Bank had no loans 90 days past due still accruing interest at September 30, 2004 or December 31, 2003. The following table sets forth information concerning the Company’s non-performing assets as of the dates indicated:


	September 30, 2004			December 31, 2003
	(Dollars in Thousands)
Non-accrual loans	$	1,722		$	1,548
Restructured loans		—			—

Total non-performing loans		1,722			1,548
Foreclosed real estate		273			—

Total non-performing assets	$	1,995		$	1,548

Total assets	$	1,046,390		$	907,726
Total loans		874,092			783,878
Total loans plus foreclosed property		874,365			783,878

Non-performing loans to loans		0.20	%		0.20	%
Non-performing assets to loans plus foreclosed property		0.23			0.20
Non-performing assets to total assets		0.19			0.17

Approximately 38% of the non-performing loans at September 30, 2004 relate to a motel property and the remainder consists of six different borrowers.

Noninterest Income

Noninterest income was $1.9 million for the three months ended September 30, 2004, compared to $2.1 million for the same period in 2003. Service charges increased $77,000 to $532,000 in the third quarter of 2004, compared to $455,000 for the same period in 2003. Service charges on commercial deposit accounts accounted for $59,000 of this increase due to an increase in the number of accounts and balances outstanding. Wealth management income decreased slightly to $1.1 million in the third quarter of 2004, compared to $1.2 million for the same period in 2003 due to a $547,000 decrease in one-time insurance fees. Excluding these one-time fees wealth management income increased $452,000 or 70%. This increase was the result of increased assets under administration, a more favorable mix of managed versus custodial assets, and the introduction of our new Wealth Products Group in March of 2004 which had $110,000 of revenue in the third quarter of 2004. Gains on the sale of mortgage loans were $9,000 for the three months ended September 30, 2004, compared to $302,000 for the same period in 2003. The decrease in mortgage gains in 2004 was due to strong demand for refinancing activities in 2003. Gains on the sale of securities were $125,000 and $0 for the three months ended September 30, 2004 and 2003, respectively. The securities were sold in order to slightly adjust the interest rate risk profile of the Company’s balance sheet in anticipation of higher rates.

Noninterest income was $5.2 million for the nine months ended September 30, 2004, compared to $7.9 million for the same period in 2003. Service charges increased $181,000 to $1.5 million for the nine month period ended September 30, 2004, compared to $1.3 million for the same period in 2003. This $181,000 increase was primarily the result of a $243,000 increase in service charges on commercial deposit accounts in 2004 which was partially offset by $117,000 of services charges earned in 2003 on the three branches which were sold in April 2003. Wealth management income increased $549,000 to $3.0 million for the nine month period ended September 30, 2004, compared to $2.5 million for the same period in 2003 as a result of the reasons stated above. Gains on the sale of mortgage loans were $219,000 for the nine months ended September 30, 2004, compared to $831,000 for the same period in 2003. See reasons above for the decline in gains on the sale of mortgage loans. Gains on the sale of securities were $126,000 and $78,000 for the nine months ended September 30, 2004 and 2003, respectively. During the second quarter of 2003 the Company recorded a $2.9 million gain on the sale of three branches.

Noninterest Expense

Total noninterest expense was $7.1 million for the three months ended September 30, 2004, representing a $136,000, or 2% increase over the same period in 2003. Compensation expense increased $49,000 to $4.0 million in the third quarter of 2004, compared to $3.9 million for the same period in 2003. Increases attributable to annual merit increases and higher compensation associated with new middle and senior management hired in 2003 and 2004 were partially offset by a $286,000 decrease in commissions relating to the one-time insurance fees received in the third quarter of 2003. Employee benefits expense increased $15,000 to $612,000 in the third quarter of 2004, compared to $596,000 for the same period in 2003. Increased medical expenses of $29,000 accounted for most of this change. Occupancy expense increased $26,000 in the third quarter of 2004. Furniture and equipment expense and data processing expense decreased $14,000 and $10,000, respectively, in the third quarter of 2004. The majority of these decreases related to lower depreciation expense as some assets have become fully depreciated. Other expense increased $68,000 to $1.6 million in the third quarter of 2004, compared to $1.5 million for the same period in 2003.

Total noninterest expense was $21.1 million for the nine months ended September 30, 2004, representing a $109,000, or 1% increase over the same period in 2003. Increases in compensation and benefits expenses and occupancy expenses were partially offset by decreases in furniture and equipment, data processing and other expenses. Other expenses decreased $477,000 to $4.5 million for the nine months ended September 30, 2004. Lower non-compete and legal and professional expenses were partially offset by an increase in marketing expense. The Company recognized $220,000 in expense related to a non-compete agreement with a former key employee in 2003. Legal and professional expenses decreased $324,000 in 2004 due to the Company having fewer non-performing loan issues and lower legal expenses in 2004 when compared to the first nine months of 2003. Marketing expense increased $267,000 due to a targeted marketing campaign in the first half of 2004.

Income Taxes

The provision for income taxes was $1.3 million and $3.0 million for the three and nine months ended September 30, 2004 compared to $1.0 million and $3.2 million for the three and nine months ended September 30, 2003. The effective tax rates for the three and nine month periods ended September 30, 2004 were 30.6% and 32.2%, respectively. The effective tax rates for the three and nine month periods ended September 30, 2003 were 36.4% and 36.8%, respectively. 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 during the third quarter. 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.

Liquidity

The objective of liquidity management is to ensure the Company has the ability to generate sufficient cash or cash equivalents in a timely and cost-effective manner to meet its commitments as they become due. Funds are available from a number of sources, such as from the core deposit base and from loans and securities repayments and maturities. Additionally, liquidity is provided from sales of the securities portfolio, lines of credit with major financial institutions, the Federal Reserve Bank and the Federal Home Loan Bank, the ability to acquire large and brokered deposits and the ability to sell loan participations to other banks.

The Company’s liquidity management framework includes measurement of several key elements, such as the loan to deposit ratio, wholesale deposits as a percentage of total deposits, and various dependency ratios used by banking regulators. The Company’s liquidity framework also incorporates contingency planning to assess the nature and volatility of funding sources and to determine alternatives to these sources.

Strong capital ratios, credit quality and core earnings are essential to retaining cost-effective access to the wholesale

funding markets. Deterioration in any of these factors could have an impact on the Company’s ability to access these funding sources and, as a result, these factors are monitored on an ongoing basis as part of the liquidity management process.

While core deposits and loan and investment repayment are principal sources of liquidity, funding diversification is another key element of liquidity management. Diversity is achieved by strategically varying depositor types, terms, funding markets, and instruments.

Investment securities are an important part of the Company’s liquidity objective. As of September 30, 2004, nearly all of the investment portfolio was available for sale. Of the $93 million available for sale investment portfolio, $32 million was pledged as collateral for public deposits, treasury, tax and loan notes, and other requirements. The remaining securities could be pledged or sold to enhance liquidity if necessary.

The Bank has a variety of funding sources (in addition to key liquidity sources, such as core deposits, loan repayments, loan participations sold, and investment portfolio sales) available to increase financial flexibility. At September 30, 2004, the Bank had $139 million of credit available from the Federal Home Loan Bank of Des Moines under a blanket loan pledge, absent the Bank being in default of its credit agreement, and $29 million of credit available from the Federal Reserve Bank under a pledged loan agreement. The Bank also has access to over $70 million in overnight federal funds purchased lines from various banking institutions. Finally, since the Bank is a “well-capitalized” institution, it has the ability to sell certificates of deposit through various national or regional brokerage firms, if needed.

Over the normal course of business, the Company enters into certain forms of off-balance sheet transactions, including unfunded loan commitments and letters of credit. These transactions are managed through the Company’s various risk management processes. Management considers both on-balance sheet and off-balance sheet transactions in its evaluation of the Company’s liquidity. The Company has $285 million in unused loan commitments as of September 30, 2004. While this commitment level would be very difficult to fund given the Company’s current liquidity resources, the Company believes that the nature of these commitments are such that the likelihood of such a funding demand is very low.

Capital Adequacy

The Company and Bank are subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulations to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier I capital to risk-weighted assets, and of Tier I capital to average assets. The Company believes, as of September 30, 2004 and December 31, 2003, that the Company and Bank met all capital adequacy requirements to which they are subject.

As of September 30, 2004 and December 31, 2003, the Bank was categorized as “well capitalized” under the applicable regulatory framework. To be categorized as “well capitalized” the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table.

The Company’s and Bank’s actual capital amounts and ratios are also presented in the table.


	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Applicable Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of September 30, 2004:
Total Capital (to Risk Weighted Assets)
Enterprise Financial Services Corp	$	101,127,932	11.14	%	$	72,655,867	8.00	%	$	—	—	%
Enterprise Bank & Trust		96,235,008	10.63			72,438,648	8.00			90,548,310	10.00
Tier I Capital (to Risk Weighted Assets)
Enterprise Financial Services Corp		89,776,364	9.89			36,327,933	4.00			—	—
Enterprise Bank & Trust		84,914,961	9.38			36,219,324	4.00			54,328,986	6.00
Tier I Capital (to Average Assets)
Enterprise Financial Services Corp		89,776,364	8.78			30,689,941	3.00			—	—
Enterprise Bank & Trust		84,914,961	8.33			30,586,479	3.00			50,977,465	5.00

As of December 31, 2003:
Total Capital (to Risk Weighted Assets)
Enterprise Financial Services Corp		87,969,991	11.02			63,881,112	8.00			—	—
Enterprise Bank & Trust		83,669,404	10.52			63,650,480	8.00			79,563,100	10.00
Tier I Capital (to Risk Weighted Assets)
Enterprise Financial Services Corp		77,981,054	9.77			31,940,556	4.00			—	—
Enterprise Bank & Trust		73,716,054	9.27			31,825,240	4.00			47,737,860	6.00
Tier I Capital (to Average Assets)
Enterprise Financial Services Corp		77,981,054	8.67			26,974,358	3.00			—	—
Enterprise Bank & Trust		73,716,054	8.22			26,902,290	3.00			44,837,150	5.00

Effects of Inflation

Persistent high rates of inflation can have a significant effect on the reported financial condition and results of operations of all industries. However, the asset and liability structure of commercial banks is substantially different from that of an industrial company in that virtually all assets and liabilities of commercial banks are monetary in nature. Accordingly, changes in interest rates may have a significant impact on a commercial bank’s performance. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. Inflation does have an impact on the growth of total assets in the banking industry, often resulting in a need to increase equity capital at higher than normal rates to maintain an appropriate equity-to-assets ratio.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Market risk arises from exposure to changes in interest rates and other relevant market rate or price risk. The Company faces market risk in the form of interest rate risk through other than trading activities. Market risk from other than trading activities in the form of interest rate risk is measured and managed through a number of methods. The Company uses financial modeling techniques that measure the sensitivity of future earnings due to changing rate environments to measure interest rate risk. Policies established by the Company’s Asset/Liability Committee and approved by the Company’s Board of Directors limit exposure of earnings at risk. General interest rate movements are used to develop sensitivity as the Company feels it has no primary exposure to a specific point on the yield curve. These limits are based on the Company’s exposure to a 100 bp and 200 bp immediate and sustained parallel rate move, either upward or downward.

The following table presents the scheduled repricing of market risk sensitive instruments at September 30, 2004:


(Dollars in Thousands)	Year 1		Year 2		Year 3		Year 4		Year 5		Beyond 5 years or no stated maturity		Total
ASSETS
Investments in debt and equity securities	$	42,862	$	7,200	$	35,136	$	4,225	$	96	$	3,488	$	93,007
Short-term investments		38,854		—		—		—		—		—		38,854
Loans (1)		643,411		124,232		44,376		36,910		16,705		8,458		874,092
Loans held for sale		1,599		—		—		—		—		—		1,599

Total	$	726,726	$	131,432	$	79,512	$	41,135	$	16,801	$	11,946	$	1,007,552

LIABILITIES
Savings, Now, and Money market deposits	$	516,622	$	—	$	—	$	—	$	—	$	—	$	516,622
Certificates of deposit (1)		145,834		54,299		23,996		10,901		857		—		235,887
Subordinated debentures		—		—		—		—		—		20,619		20,619
Notes payable and other borrowings		5,035		1,525		1,250		650		1,050		2,333		11,843

Total	$	667,491	$	55,824	$	25,246	$	11,551	$	1,907	$	22,952	$	784,971

Item 4: Disclosure Control and Procedures

As of September 30, 2004, under the supervision and with the participation of the Company’s Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(b) of the Securities Exchange Act of 1934. Based on that evaluation, the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2004, to ensure that information required to be disclosed in the Company’s periodic SEC filings is processed, recorded, summarized and reported when required. There were no significant changes in the Company’s internal controls or in the other factors that could significantly affect those controls subsequent to the date of the evaluation.

Item 6: Exhibits and Reports on Form 8-K

(a).

Exhibits.


Exhibit Number		Description
*10.10		Key Executive Employment Agreement dated September 8, 2004, between Enterprise Financial Services Corp and Stephen P. Marsh.

*11.1		Statement regarding computation of per share earnings

*31.1		Chief Executive Officer’s Certification required by Rule 13(a)-14(a).

*31.2		Chief Financial Officer’s Certification required by Rule 13(a)-14(a).

*32.1		Chief Executive Officer Certification pursuant to section § 906 of the Sarbanes-Oxley Act of 2002

*32.2		Chief Financial Officer Certification pursuant to section § 906 of the Sarbanes-Oxley Act of 2002

*Filed

herewith.

(b).	Reports on Form 8-K.

The Company filed a report on Form 8-K on July 23, 2004 containing the text of a press release issued by the Company concerning the announcement of second quarter 2004 results.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clayton, State of Missouri on the day of November 8, 2004.


ENTERPRISE FINANCIAL SERVICES CORP

By:		/s/ Kevin C. Eichner
		Kevin C. Eichner
		Chief Executive Officer

By:		/s/ Frank H. Sanfilippo
		Frank H. Sanfilippo
		Chief Financial Officer

September 30,
2004

December 31,
2003

Commitments to extend credit

Standby letters of credit