The Bancorp, Inc. (TBBK) 8-K/A Financial Statements and Exhibits

SELECTED PRO FORMA COMBINED FINANCIAL INFORMATION

     The following table sets forth selected unaudited pro forma combined financial information of the Bancorp giving effect to the reorganization as if it had occurred on September 30, 2004 and December 31, 2003, with respect to balance sheet data, and as of the beginning of the nine months ended September 30, 2004 and the year ended December 31, 2003, with respect to operating data. The unaudited pro forma combined financial information does not purport to be indicative of the combined financial position or results of operations for future periods or indicative of the results that actually would have been realized had the entities been a single entity during these periods.

Unaudited Pro Forma Combined Balance Sheets as of September 30, 2004 and December 31, 2003

		September 30,					September 30,
		2004					2004
		(unaudited)		Adjustments			(as adjusted)
ASSETS				(in thousands)
Cash and cash equivalents
Cash and due from banks	$	8,402				$	8,402
Interest bearing deposits		2,766					2,766
Federal funds sold		53,604					53,604
Total cash and cash equivalents		64,772					64,772
Investments, available-for-sale		113,810					113,810
Loans, net		344,320					344,320
Premises and equipment, net		2,847					2,847
Accrued interest receivable		2,135					2,135
Other assets		4,409					4,409
Total assets	$	532,293				$	532,293
LIABILITIES
Deposits
Demand (non-interest bearing)	$	47,862					47,862
Savings, money market and interest checking		174,080					174,080
Time deposits		129,156					129,156
Time deposits, $100,000 and over		7,953					7,953
Total deposits		359,051					359,051
Securities sold under agreements to repurchase		2,372					2,372
Federal Home Loan Bank advances		45,000					45,000
Accrued interest payable		204					204
Subordinated debt		5,413					5,413
Other liabilities		913					913
Total liabilities		412,953					412,953
Minority interest		84,430		(84,430	)(1)		—
SHAREHOLDER’S EQUITY
Preferred stock -authorized 5,000,000 shares;		11					11
issued shares 1,116,533 at June 30, 2004
Common stock – authorized, 30,000,000 shares of $1.00 par
value; issued shares 2,541,384 at June 30, 2004		3,622		8,266	(1)		11,888
Additional paid-in capital		43,069		76,164	(1)		119,233
Accumulated deficit		(11,274	)				(11,274	)
Accumulated other comprehensive loss		(518	)				(518	)
Total shareholder’s equity		34,910					119,340
Total liabilities and shareholder’s equity	$	532,293				$	532,293

							December 31,
		December 31,					2003
		2003		Adjustments			(as adjusted)
ASSETS				(in thousands)
Cash and cash equivalents
Cash and due from banks	$	11,650				$	11,650
Interest bearing deposits		1,027					1,027
Federal funds sold		29,506		83,148	(2)		112,654
Total cash and cash equivalents		42,183					125,331
Investments, available-for-sale		24,387					24,387
Loans, net		230,406					230,406
Premises and equipment, net		2,377					2,377
Accrued interest receivable		1,219					1,219
Other assets		3,589					3,589
Total assets	$	304,161				$	387,309
LIABILITIES
Deposits
Demand (non-interest bearing)	$	48,006					48,006
Savings, money market and interest checking		111,438					111,438
Time deposits		104,410					104,410
Time deposits, $100,000 and over		12,911					12,911
Total deposits		276,765					276,765
Securities sold under agreements to repurchase		3					3
Federal Home Loan Bank advances		—					—
Accrued interest payable		218					218
Subordinated debt		—					—
Other liabilities		252					252
Total liabilities		277,238					277,238
Guaranteed preferred interest in Company’s
subordinated debentures		5,250					5,250
Minority interest		—					—
SHAREHOLDER’S EQUITY
Preferred stock -authorized 5,000,000 shares;		11					11
issued shares 1,083,753 at December 31, 2004
Common stock – authorized, 30,000,000 shares of $1.00 par
value; issued shares 2,284,200 at March 31, 2004 and
9,014,860 as adjusted		2,284		8,625	(2)		10,909
Additional paid-in capital		30,369		74,523	(2)		104,892
Accumulated deficit		(10,835	)				(10,835	)
Accumulated other comprehensive loss		(156	)				(156	)
Total shareholder’s equity		21,673					104,821
Total liabilities and shareholder’s equity	$	304,161				$	387,309

Unaudited Pro Forma Combined Income Statement for the nine months ended September 30, 2004

		For the nine					For the nine
		months ended					months ended
		September 30, 2004					September 30, 2004
		(unaudited)		Adjustments			(as adjusted)
Interest income
Loans, including fees	$	13,344				$	13,344
Investment securities		3,367					3,367
Federal funds sold		290					290
Interest bearing deposits		19					19
		17,020					17,020
Interest expense
Deposits		4,176					4,176
Securities sold under agreements to repurchase		15					15
Subordinated debt		266					266
Federal Home Loan Bank advances		413					413
		4,870					4,870
Net interest income		12,150					12,150
Provision for loan and lease losses		982					982
Net interest income after provision for
loan and lease losses		11,168					11,168
Non-interest income
Service fees on deposit accounts		544					544
Merchant credit card deposit fees		4,833					4,833
Gain on sales of investment securities		481					481
Leasing income		152					152
Other		499					499
Total non-interest income		6,509					6,509
Non-interest expense
Salaries and employee benefits		5,901					5,901
Occupancy expense		1,229					1,229
Merchant credit card deposit		4,346					4,346
Data processing expense		745					745
Advertising		336					336
Professional fees		326					326
Other		2,909					2,909
Reorganization expense		109					109
Total non-interest expense		15,901					15,901
Net income before minority interests		1,776					1,776
Minority interests		1,553		1,553	(3)		—
Net income		223					1,776
Less preferred stock dividends and accretion		(599	)				(599	)
Income allocated to Series A preferred shareholders		—					(153	)
Net (loss) income available to common shareholders	$	(376	)			$	1,024
Net (loss) income per share – basic	$	(0.10	)			$	0.08
Net (loss) income per share – diluted	$	(0.10	)			$	0.08
Weighted average shares – basic		3,793,053		8,265,625	(1)		12,058,678
Weighted average shares – diluted		3,793,053		87,883	(4)		12,153,369
				6,808	(5)

(1) Adjustment to convert the common stock of the Bank held by public shareholders to shares of Bancorp common stock at an exchange rate of 1.15 shares of Bancorp common stock for each share of Bank common stock.

Bank’s common shares September 30, 2004		10,687,500
Less: shares owned by Bancorp		(3,500,000	)
Shares owned by public shareholders		7,187,500
Exchange rate		1.15	X
Adjusted shares to be issued		8,265,625
Minority interest at September 30, 2004	$	84,430,000
Common stock $1.00 par value adjusted shares		8,265,625
Additional paid in capital	$	76,164,375

 (2) Adjustment to convert the common stock of the Bank held by public shareholders to shares of Bancorp common stock at an exchange rate of 1.15 shares of Bancorp common stock for each share of Bank common stock:

Bank’s common shares December 31, 2003		10,687,500
Less: shares owned by Bancorp		(3,500,000	)
Shares owned by public shareholders		7,187,500
Exchange rate		1.15	X
Adjusted shares to be issued		8,265,625
Proceeds from the issuance of Bank common stock on February 6, 2004, net of offering costs	$	82,883,000
Common stock $1.00 par value adjusted shares		8,265,625
Additional paid in capital	$	74,617,375

(3)  Reversal of minority interest as a result of conversion of Bank common stock to Bancorp common stock.

(4)  Inclusion of Bancorp stock options and warrants as a result of net income after adjustment for elimination of minority interest.

(5)   Conversion of stock options issued by the Bank into the Bancorp stock options at an exchange rate of 1.15 Bancorp common shares for each Bank common share:

Bank options (exercise price of $12.50)		501,000
Exchange rate		1.15	X
Adjusted stock options		576,150
Adjusted exercise price	$	10.87