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

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction

The following unaudited pro forma condensed combined financial information gives effect to the merger under the purchase method of accounting. These pro forma statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions that we believe are reasonable. The pro forma condensed combined financial statements do not purport to represent what the consolidated results of operations or financial position of Bancorp would actually have been if the merger had in fact occurred on the dates that we refer to below, nor do they purport to project the results of operations or financial position of Bancorp for any future period or as of any date.

Under the purchase method of accounting, tangible and identifiable intangible assets acquired and liabilities assumed are recorded at their estimated fair market values. The excess of the purchase price, including estimated fees and expenses related to the merger, over the net assets acquired is classified as goodwill on the accompanying unaudited pro forma condensed combined balance sheet. The unaudited pro forma condensed combined balance sheet as of September 30, 2007, was prepared by combining the consolidated balance sheet as of September 30, 2007 for Bancorp with the balance sheet as of September 30, 2007 for SVS. The unaudited pro forma condensed combined statements of operations for the periods presented were prepared by combining Bancorp’s consolidated statements of operations for the nine months ended September 30, 2007 and the year ended December 31, 2006 with SVS’s statements of operations for the same periods. These unaudited pro forma condensed combined financial statements do not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from the merger. The historical financial information regarding Bancorp for the year ended December 31, 2006 has been derived from the audited consolidated financial statements of Bancorp filed previously by Bancorp with the SEC as part of Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2006. The historical financial information regarding Bancorp for the nine months ended September 30, 2007 has been derived from the unaudited consolidated financial statements of Bancorp filed previously with the SEC as part of its Quarterly Report on Form 10-Q for the period ended September 30, 2007. The historical financial information regarding SVS for the year ended December 31, 2006 has been derived from the audited financial statements of SVS included in this amendment to the Initial Report. The historical financial information regarding SVS for the nine months ended September 30, 2007 has been derived from unaudited financial statements of SVS set forth in this amendment to the Initial Report.

	The Bancorp, Inc.			SVS		Adjustments			Combined
	September 30, 2007			September 30, 2007
				(in thousands)
ASSETS
Cash and cash equivalents
Cash and due from banks	$	20,869		$	115,654	$	(37,723	)	$	98,800
Interest bearing deposits		1,748								1,748
Federal funds sold		87,394			—		—			87,394
Total cash and cash equivalents		110,011			115,654		(37,723	)		187,942
										—
Investment securities, available-for-sale		117,790			—					117,790
Loans and leases held for sale		—			—					—
Loans, net of deferred loan costs		1,262,333			—					1,262,333
Allowance for loan and lease losses		(9,527	)		—		—			(9,527	)
Loans, net		1,252,806			—					1,252,806
Premises and equipment, net		3,867			813		1,647			6,327
Accrued interest receivable		8,602			—					8,602
Goodwill		3,951			—		48,449			52,400
Customer list intangible		—			—		10,323			10,323
Other assets		11,160			646		—			11,806
Total assets	$	1,508,187		$	117,113	$	22,696		$	1,647,996

	The Bancorp, Inc.			SVS		Adjustments			Combined
	September 30, 2007			September 30, 2007
				(in thousands)
LIABILITIES
Deposits
Demand (non-interest bearing)	$	95,186		$	113,301		—		$	208,487
Savings, money market and interest checking		610,672			—		—			610,672
Time deposits		377,792			—		—			377,792
Time deposits, $100,000 and over		22,274			—		—			22,274
Total deposits		1,105,924			113,301		—			1,219,225
Securities sold under agreements to repurchase		3,845			—		—			3,845
Other borrowings		230,000			—		—			230,000
Accrued interest payable		3,346			—		—			3,346
Subordinated debt		—			—		13,401			13,401
Other liabilities		2,488			995		—			3,483
Total liabilities		1,345,603			114,296		13,401			1,473,300
SHAREHOLDERS’ EQUITY
Preferred stock - authorized 5,000,000 shares of $0.01 par value; issued and outstanding, 112,591 shares at September 30, 2007		1			—					1
Common stock - authorized, 20,000,000 shares of $1.00 par										—
value; issued shares 13,823,237 September 30, 2007		13,823			—		723			14,546
Additional paid-in capital		127,288			—		11,389			138,677
Retained earnings (accumulated deficit)		22,141			2,817		(2,817	)		22,141
Accumulated other comprehensive loss		(669	)		—		—			(669	)
Total shareholders’ equity		162,584			2,817		9,295			174,696
Total liabilities and shareholders’ equity	$	1,508,187		$	117,113	$	22,696		$	1,647,996
	The Bancorp, Inc.			SVS		Adjustments			Combined
	Nine months ended September 30, 2007, unaudited
	(in thousands)
Interest income
Loans, including fees	$	71,529							$	71,529
Investment securities		4,924								4,924
Federal funds sold		2,718								2,718
Interest bearing deposits		—			3,955					3,955
		79,171			3,955					83,126
Interest expense
Deposits		37,265								37,265
Securities sold under agreements to repurchase		40								40
Federal Home Loan Bank advances		2,747			—					2,747
		40,052			—					40,052
Net interest income		39,119			3,955					43,074
Provision for loan and lease losses		2,250			—					2,250
Net interest income after provision for loan and lease losses		36,869			3,955					40,824

	The Bancorp, Inc.			SVS		Adjustments		Combined
	Nine months ended September 30, 2007, unaudited
	(in thousands)
Non-interest income
Service fees on deposit accounts		693							693
Merchant credit card deposit fees		750			109				859
Stored value card income					5,415				5,415
Gain on sales of investment securities		(2	)		2,218				2,216
Leasing income		1,885							1,885
ACH Processing Fees		244							244
Other		772			16				788
Total non-interest income		4,342			7,758				12,100
Non-interest expense
Salaries and employee benefits		10,648			5,326				15,974
Occupancy expense		2,160							2,160
Data processing expense		2,107							2,107
Advertising		521							521
Professional fees		1,579							1,579
Other		5,424			2,216	645			8,285
Total non-interest expense		22,439			7,542				30,626
Net income before income tax		18,772			4,171				22,298
Income tax		7,413			—	1,234			8,647
Net income		11,359			4,171				13,651
Less preferred stock dividends and accretion		(52	)						(52	)
Income allocated to Series A preferred shareholders		(92	)	$	—	(18	)		(110	)
Net income available to common shareholders	$	11,215		$	4,171			$	13,489
Net income per share - basic	$	0.81		$	—			$	0.93
Net income per share - diluted	$	0.78		$	—			$	0.89
Weighted average shares - basic		13,787,093			—	722,733			14,509,826
Weighted average shares - diluted		14,374,789			—	722,733			15,097,522
	The Bancorp, Inc.			SVS		Adjustments		Combined
	For the twelve months ended December 31, 2006
Interest income
Loans, including fees	$	71,270							71,270
Investment securities		6,542							6,542
Federal funds sold		3,085							3,085
Interest bearing deposits		71		$	4,674				4,745
		80,968			4,674				85,642
Interest expense
Deposits		34,590							34,590
Securities sold under agreements to repurchase		62							62
Federal Home Loan Bank advances		2,043							2,043
Subordinated debt		—			—				—
		36,695			—				36,695
Net interest income		44,273			4,674				48,947
Provision for loan and lease losses		2,975			—				2,975
Net interest income after provision for loan and lease losses		41,298			4,674				45,972

	The Bancorp, Inc.			SVS		Adjustments		Combined
	For the twelve months ended December 31, 2006
Non-interest income
Service fees on deposit accounts		849							849
Merchant credit card deposit fees		1,080			43				1,123
Stored value card income					7,046				7,046
Gain on sales of investment securities		—			576				576
Leasing income		1,432							1,432
ACH processing fees		657							657
Other		1,020							1,020
Total non-interest income		5,038			7,665				12,703
Non-interest expense
Salaries and employee benefits		12,410			4,909				17,319
Occupancy expense		2,666							2,666
Data processing expense		2,429							2,429
Advertising		527							527
Professional fees		1,831							1,831
Other		5,642			2,124	860			8,626
Total non-interest expense		25,505			7,033	860			33,398
Net income before income tax		20,831			5,306	(860	)		25,277
Income tax		8,331			—	1,556			9,887
Net income		12,500			5,306	(2,416	)		15,390
Less preferred stock dividends and accretion		(75	)		—				(75	)
Less preferred stock conversion premium		—			—				—
Income allocated to Series A preferred shareholders		(110	)		—	(25	)		(135	)
Net income available to common shareholders	$	12,315		$	5,306			$	15,180
Net income per share - basic	$	0.90		$	—			$	1.05
Net income per share - diluted	$	0.86		$	—			$	1.01
Weighted average shares - basic		13,673,730			—	722,733			14,396,463
Weighted average shares - diluted		14,304,164			—	722,733			15,026,897

Note 1. Basis of Presentation

The unaudited pro forma combined balance sheet as of September 30, 2007 and the pro forma combined consolidated statements of income for the nine months ended September 30, 2007 and the year ended December 31, 2006, combine the historical financial statements of Bancorp with SVS after giving effect to the merger using the purchase method of accounting. Pro forma adjustments to the balance sheet are computed as if the transaction occurred at September 30, 2007. The merger is accounted for as a purchase. Under this method of accounting, assets and liabilities of SVS are adjusted to their estimated fair value and combined with the recorded book values of the assets and liabilities of Bancorp.

Note 2. Purchase Price

The purchase price of $60.6 million was payable in $12.1 million of Bancorp stock and $48.5 million of cash. Based on an average stock price of $16.76 for the 29 days prior to the close of the transaction on November 30, 2007, 722,733 of Bancorp common shares were issued. On November 30, 2007, the Company issued $13 million in Trust Preferred Securities to finance the acquisition.

Note 3. Elimination of Stored Value Solutions equity which was not included in the transaction.

Note 4. Transaction Costs

Bancorp’s management anticipates, based upon preliminary plans and estimates, that approximately $1.9 million of costs related to professional fees and other restructuring charges will be incurred in connection with the merger and will be included as part of the allocation of the purchase price of SVS.

Note 5. Goodwill & Intangibles

The allocation of the purchase price to the fair value of the assets acquired and liabilities assumed resulted in the recording of goodwill approximating $48.4 million. The customer list intangible of $10.3 million will be amortized over the estimated period of benefit on a straight line basis. The effect of the amortization is included in the pro forma income statements.

Note 6. Income Taxes

The adjusted earnings are tax effected as SVS was not subject to federal tax.