Bryn Mawr Bank (BMTC) 8-K/A Financial Statements and Exhibits

EXHIBIT 99.3

UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma combined consolidated financial statements for Bryn Mawr Bank Corporation (“BMBC” or the “Corporation”) and Continental Bank Holdings, Inc. (“CBHI”) give effect to the merger of CBHI with and into BMBC (the “merger”). The unaudited pro forma combined consolidated balance sheet as of December 31, 2014 gives effect to the merger as if it occurred on December 31, 2014. The unaudited pro forma combined consolidated statement of income for the twelve months ending December 31, 2014 gives effect to the merger as if it had occurred on January 1, 2014. The actual completion date of the merger was January 1, 2015.

Pursuant to the Agreement and Plan of Merger, by and between CBHI and the Corporation, dated as of May 5, 2014 (as amended by the Amendment to Agreement and Plan of Merger, dated as of October 23, 2014), shares of CBHI common stock outstanding immediately prior to the merger were converted into stock merger consideration at an exchange rate of 0.45 shares of BMBC common stock for each share of CBHI common stock. The unaudited pro forma combined consolidated balance sheet assumes that the merger occurred on December 31, 2014. Based on 8,618,629 shares of CBHI common stock outstanding as of December 31, 2014, the aggregate merger consideration comprised of BMBC common stock consists of 3,878,383 shares of BMBC common stock. BMBC also assumed 402,790 options to purchase CBHI common stock, which converted into 181,256 options to purchase BMBC common stock. The fair value of the options is $2.343 million. In addition, $1.323 million was paid to CBHI Series B warrant holders to cash-out 450,000 warrants.

The Corporation expects that it will incur merger and integration charges as a result of the merger. The unaudited pro forma combined consolidated financial statements, while helpful in illustrating the financial characteristics of the combined entity, do not reflect these anticipated merger and integration expenses; nor do they reflect any possible financial benefits through anticipated cost savings, and, hence, do not attempt to predict or suggest future results. Furthermore, the unaudited pro forma combined consolidated financial statements do not necessarily reflect what the historical results of the combined entity would have been, had the companies been combined during the period presented.

In addition, the unaudited pro forma combined consolidated financial statements reflect estimates of the fair values of assets acquired and liabilities assumed in the merger. These estimates are preliminary and, as such, their final values may vary from their initial estimates.

THIS PRO FORMA DATA IS NOT NECESSARILY INDICATIVE OF THE OPERATING RESULTS THAT BMBC WOULD HAVE ACHIEVED HAD IT COMPLETED THE MERGER AS OF THE BEGINNING OF THE PERIOD PRESENTED AND SHOULD NOT BE CONSIDERED AS REPRESENTATIVE OF FUTURE OPERATIONS.

The unaudited pro forma combined consolidated financial statements and related notes contain statements which, to the extent that they are not recitations of historical fact, may constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include financial and other projections as well as statements regarding BMBC that may include future plans, objectives, performance, revenues, growth, profits, operating expenses of BMBC’s underlying assumptions. The words “may”, “would”, “should”, “could”, “will”, “likely”, “possibly”, “expect”, “anticipate”, “intend”, “estimate”, “target”, “potentially”,

“probably”, “outlook”, “predict”, “contemplate”, “continue”, “plan”, “forecast”, “project’’ and “believe” or other similar words and phrases may identify forward-looking statements. Persons reading the unaudited pro forma combined consolidated financial statements and related notes are cautioned that such statements are only predictions, and that BMBC’s actual future results or performance may be materially different. All forward-looking information and statements made herein are based on management’s current beliefs and assumptions as of the date hereof and speak only as of the date they are made. BMBC does not undertake to update forward-looking statements.

For a complete discussion of the assumptions, risks and uncertainties that could cause future events to vary materially from the results anticipated, you are encouraged to review our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K, as well as any changes in risk factors that we may identify our quarterly or other reports filed with the SEC.

UNAUDITED PRO FORMA COMBINED

CONSOLIDATED BALANCE SHEET

December 31, 2014
(dollars in thousands, except per share data)	Bryn Mawr Bank Corporation			Continental Bank Holdings Inc.			Combined			Purchase Accounting Adjustments			Pro Forma Combined
Assets
Cash and due from banks	$	16,717		$	7,194		$	23,911		$	(1,325	)(b)(c)	$	22,586
Interest bearing deposits with banks		202,552			10,791			213,343			—			213,343
Cash and cash equivalents		219,269			17,985			237,254			(1,325	)		235,929
Investment securities available for sale		229,577			164,414			393,991			17,424	(d)		411,415
Investment securities held to maturity		—			17,461			17,461			(17,461	)(d)		—
Investment securities, trading		3,896			—			3,896						3,896
Loans held for sale		3,882			507			4,389						4,389
Portfolio loans and leases		1,652,257			440,586			2,092,843			(13,761	)(e)		2,079,082
Less: Allowance for loan and lease losses		(14,586	)		(5,563	)		(20,149	)		5,563	(f)		(14,586	)
Net portfolio loans and leases		1,637,671			435,023			2,072,694			(8,198	)		2,064,496
Premises and equipment, net		33,748			8,846			42,594			2,031	(g)		44,625
Accrued interest receivable		5,560			2,094			7,654			—			7,654
Deferred income taxes		7,209			2,669			9,878			3,081	(h)		12,959
Mortgage servicing rights		4,765			—			4,765			—			4,765
Non-mortgage servicing rights		—			569			569			246	(i)		815
Bank owned life insurance		20,535			12,054			32,589			—			32,589
Federal Home Loan Bank stock		11,523			4,981			16,504			—			16,504
Goodwill		35,781			—			35,781			61,555	(a)		97,336
Intangible assets		22,521			—			22,521			4,191	(j)		26,712
Other investments		5,226			50			5,276			—			5,276
Other assets		5,343			10,336			15,679			(234	)(k)		15,445
Total assets	$	2,246,506		$	676,989		$	2,923,495		$	61,310		$	2,984,805
Liabilities
Deposits:
Non-interest-bearing	$	446,903		$	93,852		$	540,755		$	—		$	540,755
Interest-bearing		1,241,125			386,721			1,627,846			1,101	(l)		1,628,947
Total deposits		1,688,028			480,573			2,168,601			1,101			2,169,702
Short-term borrowings		23,824			108,460			132,284			149	(m)		132,433
FHLB advances and other borrowings		260,146			19,540			279,686			186	(n)		279,872
Accrued interest payable		1,040			295			1,335			—			1,335
Other liabilities		27,994			2,849			30,843			1,412	(o)(p)		32,255
Total liabilities		2,001,032			611,717			2,612,749			2,848			2,615,597
Shareholders’ equity
Common stock		16,742	��		862			17,604			3,016	(q)(r)		20,620
Paid-in capital in excess of par value		100,486			68,214			168,700			51,642	(s)(t)(u)		220,342
Common stock held in treasury		(31,642	)		—			(31,642	)		—			(31,642	)
Accumulated other comprehensive loss, net of tax benefit		(11,704	)		(1,364	)		(13,068	)		1,364	(v)		(11,704	)
Retained earnings (deficit)		171,592			(2,440	)		169,152			2,440	(w)		171,592
Total shareholders’ equity		245,474			65,272			310,746			58,462			369,208
Total liabilities and shareholders’ equity	$	2,246,506		$	676,989		$	2,923,495		$	61,310		$	2,984,805
Common shares outstanding		13,769,336			8,618,629						3,878,304			17,647,640
Book value per common share	$	17.83		$	7.57								$	20.92
Tangible book value per common share	$	13.59		$	7.57								$	13.89

UNAUDITED PRO FORMA COMBINED

CONSOLIDATED STATEMENT OF INCOME

For the Twelve Months Ending December 31, 2014
(dollars in thousands, except per share data)	Bryn Mawr Bank Corporation		Continental Bank Holdings Inc.			Combined		Purchase Accounting Adjustments			Pro Forma Combined
Interest income:
Interest and fees on loans and leases	$	78,541	$	18,099		$	96,640	$	923	(x)	$	97,563
Interest on cash and cash equivalents		193		42			235		—			235
Interest on investment securities:									—
Taxable		3,596		4,499			8,095		60	(y)		8,155
Non-taxable		399		571			970		160	(y)		1,130
Dividends		177		247			424		—			424
Total interest income		82,906		23,458			106,364		1,143			107,507
Interest expense on:
Deposits		2,898		2,188			5,086		(761	)(z)		4,325
Short-term borrowings		17		156			173		(138	)(aa)		35
FHLB advances and other borrowings		3,163		586			3,749		(55	)(ab)		3,694
Total interest expense		6,078		2,930			9,008		(954	)		8,054
Net interest income		76,828		20,528			97,356		2,097			99,453
Provision for loan and lease losses		884		1,157			2,041		—			2,041
Net interest income after provision for loan and lease losses		75,944		19,371			95,315		2,097			97,412
Non-interest income:
Fees for wealth management services		36,774		—			36,774		—			36,774
Service charges on deposits		2,578		754			3,332		—			3,332
Loan servicing and other fees		1,755		544			2,299		—			2,299
Net gain on sale of residential mortgage loans		1,772		(107	)		1,665		—			1,665
Net gain on sale of nonmortgage loans		—		903			903		—			903
Net gain (loss) on sale of investment securities available for sale		471		236			707		—			707
Net gain (loss) on sale of other real estate owned (“OREO”)		175		—			175		—			175
Bank owned life insurance (“BOLI”) income		315		375			690		—			690
Insurance commisions		1,210		—			1,210		—			1,210
Other operating income		3,272		188			3,460		—			3,460
Total non-interest income		48,322		2,893			51,215		—			51,215
Non-interest expenses:
Salaries and wages		37,113		6,070			43,183		—			43,183
Employee benefits		7,340		1,282			8,622		—			8,622
Net gain on curtailment of nonqualified pension plan		—		—			—		—			—
Occupancy and bank premises		7,305		2,401			9,706		220	(ac)		9,926
Furniture, fixtures, and equipment		4,508		1,151			5,659		(64	)(ad)		5,595
Advertising		1,504		152			1,656		—			1,656
Amortization of mortgage servicing rights		476		—			476		—			476
Net impairment of mortgage servicing rights		56		—			56		—			56
Amortization of other intangible assets		2,659		—			2,659		679	(ae)		3,338
FDIC insurance		1,046		—			1,046		—			1,046
Due diligence and merger-related expenses		2,373		200			2,573		—			2,573
Early extinguishment of debt - costs and premiums		—		—			—		—			—
Professional fees		3,017		2,372			5,389		—			5,389
Pennsylvania bank shares tax		1,256		—			1,256		—			1,256
Other operating expenses		12,765		4,168			16,933		—			16,933
Total non-interest expenses		81,418		17,796			99,214		835			100,049
Income before income taxes		42,848		4,468			47,316		1,262			48,578
Income tax expense		15,005		1,591			16,596		442	(af)		17,038
Net income	$	27,843	$	2,877		$	30,720	$	820		$	31,540
Basic earnings per common share	$	2.05	$	0.33							$	1.81
Diluted earnings per common share	$	2.01	$	0.33							$	1.77
Weighted-average basic shares outstanding		13,566,239		8,618,629			22,184,868		(4,740,325	)(ag)		17,444,543
Dilutive shares		294,801		174,579			469,380		(95,996	)(ah)		373,384
Adjusted weighted-average diluted shares		13,861,040		8,793,208			22,654,248		(4,836,321	)		17,817,927

NOTES TO UNAUDITED PRO FORMA COMBINED

CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation

The unaudited pro forma combined consolidated financial statements have been prepared using the acquisition method of accounting. The unaudited pro forma combined consolidated statements of income for the twelve months ending December 31, 2014 are presented assuming the merger occurred on January 1, 2014. The unaudited pro forma combined consolidated balance sheet as of December 31, 2014 assumes the merger occurred as of that date. This information is not intended to reflect the actual results that would have been achieved had the merger actually occurred on those dates and should not be taken as representing the future consolidated results of operations of BMBC. No consideration was given in the unaudited pro forma combined consolidated financial statements to potential cost savings, fee enhancements or merger integration costs for the combined organization.

Note 2 – Purchase Consideration

Pursuant to the Agreement and Plan of Merger, by and between CBHI and the Corporation, dated as of May 5, 2014 (as amended by the Amendment to Agreement and Plan of Merger, dated as of October 23, 2014), shares of CBHI common stock outstanding immediately prior to the merger were converted into stock merger consideration at an exchange rate of 0.45 shares of BMBC common stock for each share of CBHI common stock. The unaudited pro forma combined consolidated balance sheet assumes that the merger occurred on December 31, 2014. Based on 8,618,629 shares of CBHI common stock outstanding as of December 31, 2014, the aggregate merger consideration comprised of BMBC common stock consists of 3,878,383 shares of BMBC common stock. BMBC also assumed 402,790 options to purchase CBHI common stock, which converted into 181,256 options to purchase BMBC common stock. The fair value of the options is $2.343 million. In addition, $1.323 million was paid to CBHI Series B warrant holders to cash-out 450,000 warrants.

NOTES TO UNAUDITED PRO FORMA COMBINED

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2014

Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are adjusted to their fair value as of the date of acquisition. The following items are pro forma adjustments referenced in the Pro Forma Combined Consolidated Balance Sheet to indicate the consideration paid and to adjust the CBHI assets and liabilities to their fair values as of December 31, 2014.

(a) Calculation of Goodwill Resulting from Merger

(dollars in thousands, except per share data)

Purchase Consideration
CBHI Common Stock:
CBHI Common Stock outstanding		8,618,629
Exchange ratio		0.45
BMBC Common Stock (includes fractional shares)		3,878,383
BMBC closing price	$	31.30
Purchase consideration assigned to CBHI shares exchanged for BMBC Common Stock				$	121,393
CBHI Series B Warrants:
CBHI Series B warrants exchanged for cash		450,000
Cash-out rate paid for CBHI Series B warrants	$	2.94
Purchase consideration for CBHI Series B warrants exchanged for cash					1,323
CBHI Options:
CBHI stock options		402,790
Exchange ratio		0.45
BMBC stock options issued		181,256
Purchase consideration assigned to CBHI options exchanged for BMBC options					2,343
Total purchase consideration				$	125,059
Net Assets Acquired
CBHI shareholders’ equity	$	65,272
Core deposit intangible asset		4,191
Estimated adjustments to reflect assets acquired at fair value:
Investment securities		(37	)
Portfolio loans		(13,761	)
Allowance for loan and lease losses		5,563
Non-mortgage servicing rights		246
Deferred tax asset		3,081
Other assets		(234	)
Total fair value adjustments to assets acquired	$	(3,111	)
Estimated adjustments to reflect liabilities assumed at fair value:
Time deposits	$	1,101
Borrowings		335
Change-in-control payment liabilities		2,315
Other liabilities		(903	)
Total fair value adjustments to liabilities assumed		2,848
Total net assets acquired				$	63,504
Goodwill resulting from merger				$	61,555

(b) $1.323 million cash paid to holders of 450,000 CBHI Series B warrants at a rate of $2.94 per warrant

(c) $0.002 million cash paid to CBHI shareholders in lieu of fractional shares

(d) Estimated purchase accounting adjustment to reclassify CBHI investment securities classified by CBHI as held-to-maturity to available-for-sale. Includes reclassification of $937 thousand unrealized loss on available-for-sale investment securities and held-to-maturity investment securities that had previously been classified as available-for-sale to amortizing fair value adjustments. Also includes $37 thousand unrealized loss on held-to-maturity investment securities.

(e) Estimated purchase accounting adjustment on acquired loan portfolio to mark it to its fair value. Fair value mark includes an interest rate component and a credit component equivalent to estimated lifetime losses on the acquired loan portfolio.

(f) Estimated purchase accounting adjustment to eliminate the allowance for loan and lease losses. The acquired balance of allowance for loan and lease losses represents the losses present in the acquired portfolio as of the acquisition date. As part of the purchase accounting adjustment to the loan portfolio, a credit-related component equivalent to the expected lifetime credit losses in the acquired portfolio was recorded.

(g) Estimated purchase accounting adjustment to leasehold improvements and, to a lesser extent, furniture and fixtures in the acquired brances and offices.

(h) Estimated purchase accounting adjustments include a $4.626 million net deferred tax asset associated with fair value adjustments of acquired assets and liabilities and a $1.467 million deferred tax liability associated with the creation of a $4.191 million core deposit intangible asset. The Corporation utilizes a 35% tax rate for all calculations of deferred tax items. In addition, a $0.078 million deferred tax asset associated with CBHI’s deferred rent liability was eliminated through purchase accounting.

(i) Estimated purchase accounting adjustment to acquired loan servicing rights on SBA loans.

(j) Estimated core deposit intangible asset created related to $296.3 million core deposits acquired

(k) Estimate of unrecorded federal income tax liability

(l) Estimated purchase accounting adjustment to time deposits. Fair value mark is related to market rates of interest present at the time of acquisition.

(m) Estimated purchase accounting adjustment to short-term borrowings. Fair value mark is related to market rates of interest present at the time of acquisition.

(n) Estimated purchase accounting adjustment to long-term FHLB borrowings. Fair value mark is related to market rates of interest present at the time of acquisition.

(o) Eliminate $903 thousand deferred rent liability

(p) $2.135 million change-in-control payment liability related to certain executives of CBHI.

(q) Elimination of 8,618,629 shares of CBHI common stock ($0.10 par value)

(r) Issuance of 3,878,304 shares of BMBC Common Stock ($1.00 par value)

(s) Issuance of 3,878,304 shares of BMBC Common Stock (at $31.30 per share)

(t) Fair value of 181,256 options to purchase BMBC Common Stock, converted from CBHI options

(u) Elimination of $68.2 million of CBHI additional paid in capital in excess of par

(v) Elimination of other comprehensive loss related to acquired investment securities

(w) Elimination of retained earnings of CBHI

NOTES TO UNAUDITED PRO FORMA COMBINED

CONSOLIDATED STATEMENT OF INCOME

FOR THE TWELVE MONTHS ENDING DECEMBER 31, 2014

Under the acquisition method of accounting, identifiable assets acquired and liabilities assumed are adjusted to their fair value as of the date of acquisition. The following items are pro forma adjustments to record the accretion and amortization of these fair value adjustments for the twelve months ended December 31, 2014.

(x) Recognition of twelve months of accretion of fair value mark applied to acquired loan portfolio. The assumed accretion period is the weighted average contractual maturity of the underlying loans.

(y) Recognition of twelve months of accretion of net fair value discount applied to acquired investment portfolio. The assumed accretion period is the weighted average maturity of the underlying investment securities.

(z) Recognition of twelve months of accretion of fair value adjustment applied to assumed time deposits. The assumed accretion period is the weighted average remaining maturity of the underlying time deposits.

(aa) Recognition of twelve months of accretion of fair value adjustment applied to assumed short-term borrowings. The assumed accretion period is the weighted average remaining maturity of the underlying short-term borrowings.

(ab) Recognition of twelve months of accretion of fair value adjustment applied to assumed FHLB advances and other long-term borrowings. The assumed accretion period is the weighted average remaining maturity of the underlying FHLB advances and other long-term borrowings.

(ac) Recognition of twelve months of increased depreciation expense resulting from the fair value adjustment of acquired leasehold improvements. The assumed depreciation periods are the remaining terms of the underlying branch leases.

(ad) Recognition of twelve months of reduced depreciation expense resulting from the fair value adjustment of acquired furniture, fixtures and equipment. The assumed depreciation periods are the remaining useful lives of the underlying fixed assets.

(ae) Recognition of twelve months amortization of the core deposit intangible asset (“CDI”) recorded as a result of the assumption of $296.3 million of core deposits. The amortization method used for the CDI is a ten year, declining balance method.

(af) The tax rate used is 35%. No adjustment has been recorded in recognition of tax-free investment interest.

(ag) Assumes December 31, 2014 common shares outstanding for CBHI were outstanding for full year and equal the weighted average common shares outstanding for the twelve months ended December 31, 2014. The merger conversion of 8,618,629 CBHI common shares equals 3,878,304 BMBC common shares (8,618,629 times 0.45 minus 79 fractional shares paid in cash).

(ah) Assumes December 31, 2014 options to purchase CBHI common stock were outstanding for full year and equal the weighted average options outstanding for the twelve months ended December 31, 2014. Dilutive effect of options outstanding is determined using the treasury method. The weighted average CBHI options outstanding for the twelve months ended December 31, 2014 was assumed to be 402,775 with a weighted average strike price of $7.98. When converted to BMBC options, there are 181,256 BMBC options (402,775 times 0.45 plus 7 shares for rounding).