Enterprise Financial Services (EFSC) 8-K Amendments to Articles of Incorporation or Bylaws

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(As previously included in, or otherwise incorporated by reference into, the Registration Statement on Form S-4 (Registration No. 333-256265) filed by Enterprise Financial Services Corp. with the Securities and Exchange Commission on May 18, 2021, as amended on June 2, 2021 and declared effective on June 4, 2021.)

The following Unaudited Pro Forma Condensed Combined Financial Statements are based on the separate historical financial statements of Enterprise Financial Services Corp, or Enterprise, and First Choice Bancorp, or First Choice, and give effect to the merger of Enterprise and First Choice, with Enterprise as the surviving institution (which is referred to as the merger), including pro forma assumptions and adjustments related to the merger, as described in the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

The Unaudited Pro Forma Condensed Combined Consolidated Statement of Financial Condition as of March 31, 2021 is presented as if the merger occurred on December 31, 2020. The Unaudited Pro Forma Condensed Combined Consolidated Statements of Income for the year ended December 31, 2020 and the quarter ended March 31, 2021 are presented as if the merger occurred on January 1, 2020.

A final determination of the fair value of First Choice’s assets and liabilities will be based First Choice’s actual assets and liabilities as of the closing date of the merger and, therefore, cannot be made prior to the consummation of the merger. In addition, the value of the stock consideration will be based on the closing price of Enterprise common stock on the date the merger becomes effective. The closing price of Enterprise common stock on May 3, 2021 was used for purposes of presenting the Unaudited Pro Forma Condensed Combined Financial Statements.

The Unaudited Pro Forma Condensed Combined Financial Statements have been prepared to give effect to the following:

· the acquisition of First Choice by Enterprise under the provision of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, ASC 805, Business Combinations where the assets and liabilities of First Choice will be recorded by Enterprise at their respective fair values as of the date the merger is completed;

· the distribution of shares of Enterprise common stock to First Choice shareholders in exchange for shares of First Choice common stock at an exchange ratio of 0.6603;

· certain reclassifications to conform historical financial presentation of First Choice to Enterprise; and

· transaction costs in connection with the merger.

The actual amounts recorded as of the completion of the merger may differ materially from the information presented in these Unaudited Pro Forma Condensed Combined Financial Statements as a result of:

· changes in the trading price for Enterprise common stock;

· net cash used or generated in Enterprise’s or First Choice’s operations between the signing of the merger agreement and completion of the merger;

· changes in the fair values of Enterprise’s or First Choice’s assets and liabilities;

· other changes in Enterprise’s or First Choice’s net assets that occur prior to the completion of the merger, which could cause material changes in the information presented below; and

· the actual financial results of the combined company.

The Unaudited Pro Forma Condensed Combined Financial Statements are presented for illustrative purposes only. The Unaudited Pro Forma Condensed Combined Financial Statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The Unaudited Pro Forma Condensed Combined Financial Statements also do not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors.

The preparation of the Unaudited Pro Forma Condensed Combined Financial Statements and related adjustments required management to make certain assumptions and estimates. The Unaudited Pro Forma Condensed Combined Financial Statements should be read together with:

· the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements;

· Enterprise’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020, included in Enterprise’s Annual Report on Form 10-K for the year ended December 31, 2020, and Enterprise’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the quarter ended March 31, 2021, included in Enterprise’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021;

· First Choice’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020, included in First Choice’s Annual Report on Form 10-K for the year ended December 31, 2020, incorporated by reference in this Current Report on Form 8-K, incorporated by reference herein;

· First Choice’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the quarter ended March 31, 2021, included in First Choice’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, incorporated by reference in this Current Report on Form 8-K, incorporated by reference herein; and

· other information pertaining to Enterprise and First Choice contained in or incorporated by reference into this document.

2

Unaudited Pro Forma Condensed Combined Consolidated

Statement of Financial Condition

	March 31, 2021				Pro Forma Adjustments
	Enterprise		First Choice
(In thousands, except share and per share data)	(as reported)		(as reported)		Purchase Accounting Adjustments			Notes	Pro Forma Combined
Assets
Cash and cash equivalents		883,815		309,446		(26,062	)	[A]		1,167,199
Investment securities		1,412,719		38,724		—				1,451,443
Net loans and leases		7,165,785		2,021,997		(13,827	)	[B]		9,173,955
Goodwill		260,567		73,425		97,745		[C]		431,737
Intangible assets, net		21,670		4,768		(119	)	[D]		26,319
Other assets		446,143		52,384		8,307		[E]		506,834
Total assets	$	10,190,699	$	2,500,744	$	66,044			$	12,757,487
Liabilities and Shareholders' Equity
Deposits		8,515,444		1,895,550		326		[F]		10,411,320
Borrowings		483,167		304,998		458		[G]		788,623
Other liabilities		99,591		12,784		—				112,375
Total liabilities		9,098,202		2,213,332		784				11,312,318
Total shareholders' equity		1,092,497		287,412		65,260				1,445,169
Total liabilities and shareholders' equity	$	10,190,699	$	2,500,744	$	66,044			$	12,757,487

Unaudited Pro Forma Condensed Combined Consolidated
Statement of Income

	Year Ended December 31, 2020				Pro Forma Adjustments
	Enterprise		First Choice
(In thousands, except share and per share data)	(as reported)		(as reported)		Purchase Accounting Adjustments			Notes	Pro Forma Combined
Interest income:
Interest and fees on loans		270,238		89,210		(1,332	)	[H]		358,116
Interest on debt securities		33,026		777		-				33,803
Interest on interest-earning deposits		620		825		-				1,445
Dividends on equity securities		895		803		-				1,698
Total interest income		304,779		91,615		(1,332	)			395,062
Interest expense:
Deposits		21,049		5,147		(132	)	[I]		26,064
Borrowings		13,729		1,732		(153	)	[J]		15,308
Total interest expense		34,778		6,879		(285	)			41,372
Net interest income		270,001		84,736		(1,047	)			353,690
Provision for credit losses		65,398		5,900		22,674		[K]		93,972
Net interest income after provision for credit losses		204,603		78,836		(23,721	)			259,718
Noninterest income:
Service charges on deposit accounts		11,717		1,965		-				13,682
Wealth Management revenue		9,732		-		-				9,732
Card services revenue		9,481		-		-				9,481
Tax credit income		6,611		-		-				6,611
Gain on sale of loans		-		4,653		-				4,653
Miscellaneous income		16,962		1,989		-				18,951
Total noninterest income		54,503		8,607		-				63,110
Noninterest expense:
Employee compensation and benefits		92,288		28,626		-				120,914
Occupancy		13,457		4,476		-				17,933
Data processing		9,050		3,653		-				12,703
Professional fees		3,940		1,875		-				5,815
Merger related expenses		4,174		-		-				4,174
Other		44,250		7,838		23,374		[L]		75,462
Total noninterest expense		167,159		46,468		23,374				237,001
Income before income tax expense		91,947		40,975		(47,095	)			85,827
Income tax expense		17,563		12,024		(10,571	)	[M]		19,016
Net income	$	74,384	$	28,951	$	(36,524	)		$	66,811
Earnings per common share
Basic	$	2.76	$	2.48					$	1.92
Diluted	$	2.76	$	2.47					$	1.92
Weighted average basic shares		26,953,826		11,569,128		(3,761,419	)	[N]		34,761,535
Weighted average diluted shares		26,988,710		11,617,780		(3,810,071	)	[N]		34,796,419
Shares outstanding		31,210,213		11,705,684		(3,897,975	)	[N]		39,017,922

Unaudited Pro Forma Condensed Combined Consolidated
Statement of Income

	Three months ended March 31, 2021					Pro Forma Adjustments
(In thousands, except share and per share data)	Enterprise (as reported)			First Choice (as reported)		Purchase Accounting Adjustments			Notes	Pro Forma Combined
Interest income:
Interest and fees on loans		76,973			24,267		(279	)	[H]		100,961
Interest on debt securities		7,619			152		-				7,771
Interest on interest-earning deposits		189			160		-				349
Dividends on equity securities		179			213		-				392
Total interest income		84,960			24,792		(279	)			109,473
Interest expense:
Deposits		2,663			588		(33	)	[I]		3,218
Borrowings		3,174			373		(38	)	[J]		3,509
Total interest expense		5,837			961		(71	)			6,727
Net interest income		79,123			23,831		(208	)			102,746
Provision for credit losses		46			-		-				46
Net interest income after provision for credit losses		79,077			23,831		(208	)			102,700
Noninterest income:
Service charges on deposit accounts		3,084			441		-				3,525
Wealth Management revenue		2,483			-		-				2,483
Card services revenue		2,496			-		-				2,496
Tax credit income		(1,041	)		-		-				(1,041	)
Gain on sale of loans		-			706		-				706
Miscellaneous income		4,268			1,107		-				5,375
Total noninterest income		11,290			2,254		-				13,544
Noninterest expense:
Employee compensation and benefits		29,562			7,578		-				37,140
Occupancy		3,751			1,083		-				4,834
Data processing		2,890			1,022		-				3,912
Professional fees		988			437		-				1,425
Merger related expenses		3,142			-		-				3,142
Other		12,551			1,977		2		[L]		14,530
Total noninterest expense		52,884			12,097		2				64,983
Income before income tax expense		37,483			13,988		(210	)			51,261
Income tax expense		7,557			4,230		(53	)	[M]		11,734
Net income	$	29,926		$	9,758	$	(157	)		$	39,527
Earnings per common share
Basic	$	0.96		$	0.83					$	1.01
Diluted	$	0.96		$	0.82					$	1.01
Weighted average basic shares		31,247,379			11,614,333		(3,806,624	)	[N]		39,055,088
Weighted average diluted shares		31,306,033			11,673,475		(3,865,766	)	[N]		39,113,742
Shares outstanding		31,259,183			11,824,487		(4,016,778	)	[N]		39,066,892

[A]	Adjustments to record combined merger costs and the cash settlement of First Choice stock options.
[B]	Adjustments to record loans at fair value.  Adjustments include:

Loan credit mark	$	(33,028	)
Loan interest rate mark		19,204
Reversal of First Choice's existing loan fair value mark		3,400
Reversal of First Choice's allowance for loan losses		19,271
Establishment of allowance on non-PCD loans		(22,674	)
Total loan adjustment	$	(13,827	)

[C]	Adjustments to eliminate First Choice goodwill of $73.4 million and reflect $171.2 million of goodwill for the amount of consideration paid in excess of fair value of asset received and liabilities assumed.
[D]	Adjustments to eliminate First Choice core deposit intangible of $4.8 million and reflect a new core deposit intangible of $4.6 million to be amortized over 10 years using of sum of the years digit methodology
[E]	Adjustment to reflect the tax effects of the fair value adjustments and deductible merger-related costs using a 25% tax rate.
[F]	Adjustment to record time deposits at fair value.
[G]	Adjustment to record borrowed funds at fair value.
[H]	Estimated loan interest yield adjustment and elimination of First Choice existing purchase accounting accretion.
[I]	Estimated time deposit fair value amortization.
[J]	Estimated borrowings fair value amortization.
[K]	Adjustment to record initial lifetime allowance for credit losses on First Choice’s non-purchase credit deteriorated loan portfolio.
[L]	Core deposit intangible amortization and merger related costs, including:

	Full Year 2020			First Quarter 2021
Core deposit intangible amortization	$	845		$	190
Reversal of First Choice core deposit intangible amortization		(771	)		(188	)
Merger related costs		23,300			-
Total "other" noninterest expense	$	23,374		$	2

[M]	Tax effect on the pro forma adjustments at an assumed 25% effective combined federal and state tax rate.
[N]	Adjustment to reflect the estimated issuance of 7,807,709 shares of Enterprise stock based on First Choice’s shares outstanding on March 31, 2021 of 11,824,487 and the fixed exchange ratio of .6603.