Exhibit 99.3

Carolina Trust BancShares, Inc. and Clover Community Bankshares, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheets As of September 30, 2018

($ in thousands, except share and per share data)

	Carolina Trust BancShares, Inc.			Clover Community Bankshares, Inc.			Pro Forma Before Adjustments			Pro Forma Purchase Accounting Adjustments					Adjustments for Merger and Transactional Costs				Pro Forma Combined

ASSETS
Cash and due from banks	$	9,000		$	6,723		$	15,723		$	(1,075	)		A	$	(873	)	A	$	13,775
Interest-earning deposits in other banks		26,416			4,073			30,489			(3,226	)		A		(2,618	)	A		24,645
Cash and cash equivalents		35,416			10,796			46,212			(4,301	)				(3,491	)	A		38,420
Certificates of deposits		1,498			4,791			6,289			-					-				6,289
Securities available for sale, at fair value		29,992			37,829			67,821			-					-				67,821
Securities held to maturity		-			1,000			1,000			-					-				1,000
Equity securities		749			-			749			-					-				749
Nonmarketable equity securities		1,050			182			1,232			-					-				1,232
Loans		380,746			68,736			449,482			(2,474	)		B		-				447,008
Allowance for loan losses		(3,925	)		(1,332	)		(5,257	)		1,332			C		-				(3,925	)
Net loans		376,821			67,404			444,225			(1,142	)				-				443,083
Accrued interest receivable		1,210			481			1,691			-					-				1,691
Bank premises, equipment and software		6,154			1,916			8,070			921			D		-				8,991
Foreclosed assets		1,782			960			2,742			(117	)		E		-				2,625
Goodwill		-			-			-			4,893			F		1,074		A		5,967
Other intangible assets		47			-			47			3,160			G		-				3,207
Bank owned life insurance		7,344			3,487			10,831			-					-				10,831
Other assets		3,108			669			3,777			(747	)		I		644		A		3,674
Total Assets	$	465,171		$	129,515		$	594,686		$	2,667				$	(1,773	)		$	595,580

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	66,796		$	32,312		$	99,108		$	-				$	-			$	99,108
Interest-bearing		319,701			82,666			402,367			(46	)		H		-				402,321
Total deposits		386,497			114,978			501,475			(46	)				-				501,429
Borrowings		16,258			-			16,258			-					-				16,258
Notes payable		-			112			112			-					-				112
Subordinated notes and debentures		9,733			-			9,733			-					-				9,733
Other liabilities		3,729			1,039			4,768								(482	)	A		4,286
Total liabilities		416,217			116,129			532,346			(46	)				(482	)			531,818
Preferred stock		-			1			1			(1	)		M		-				-
Common stock warrant		426			-			426			-					-				426
Common stock		17,892			9			17,901			5,301		J,	K		-				23,202
Additional paid-in capital		25,212			2,684			27,896			8,105		J,	K		-				36,001
Retained earnings		6,335			11,442			17,777			(11,442	)		J		(1,291	)	A		5,044
Accumulated other comprehensive income		(911	)		(750	)		(1,661	)		750			J		-				(911	)
Total stockholders’ equity		48,954			13,386			62,340			2,713					(1,291	)			63,762
Total Liabilities and Stockholders’ Equity	$	465,171		$	129,515		$	594,686		$	2,667				$	(1,773	)		$	595,580

Carolina Trust BancShares, Inc. and Clover Community Bankshares, Inc.

Unaudited Pro Forma Condensed Combined Statements of Operations For the Nine Months Ended September 30, 2018

($ in thousands, except per share data)

	Carolina Trust BancShares, Inc.		Clover Community Bankshares, Inc.			Pro Forma Before Adjustments		Adjustments				Pro Forma Combined
INTEREST INCOME
Interest on investment securities and cash	$	984	$	940		$	1,924	$	-			$	1,924
Interest and fees on loans		14,460		2,763			17,223		297		B		17,520
Total interest income		15,444		3,703			19,147		297				19,444
INTEREST EXPENSE
Interest expense non-maturity deposits		500		66			566		-				566
Interest expense time deposits		2,043		59			2,102		8		H		2,110
Interest expense borrowed funds		248		-			248		-				248
Interest expense capital lease		10		-			10		-				10
Interest expense debt		16		11			27		-				27
Interest expense subordinated debt		574		-			574		-				574
Total interest expense		3,391		136			3,527		8				3,535
NET INTEREST INCOME		12,053		3,567			15,620		289				15,909
Loan loss provision		415		-			415		-				415
Net interest income after loan loss provision		11,638		3,567			15,205		289				15,494

NONINTEREST INCOME
Service charges on deposit accounts		461		388			849		-				849
Interchange fee income, net		165		282			447		-				447
Gain on sale of investment securities		-		-			-		-				-
Unrealized gain on equity securities		123		-			123		-				123
Other service fees and income		321		309			630		-				630
Total noninterest income		1,070		979			2,049		-				2,049

NONINTEREST EXPENSE
Salaries & benefits expense		5,496		1,962			7,458		-				7,458
Occupancy and equipment		1,131		464			1,595		17		D		1,612
Data processing expense		588		162			750		-				750
Office supplies expense		42		87			129		-				129
Professional fees		328		99			427		-				427
Advertising and marketing		90		40			130		-				130
Foreclosed asset expense, net		453		(70	)		383		-				383
Directors fees and expenses		191		58			249		-				249
Core deposit intangible amortization expense		26		-			26		407		G		433
Merger expense		480		172			652		-				652
Other operating expense		1,218		581			1,799		-				1,799
Total noninterest expense		10,043		3,555			13,598		424				14,022
INCOME BEFORE INCOME TAXES		2,665		991			3,656		(135	)			3,521
Income tax expense		659		185			844		(32	)	L		812
NET INCOME	$	2,006	$	806		$	2,812	$	(103	)		$	2,709

NET INCOME PER COMMON SHARE
Basic	$	0.33	$	0.93								$	0.31
Diluted	$	0.32	$	0.83								$	0.31
Weighted average common shares outstanding		6,118,461		863,776					1,791,539				8,773,776
Weighted average diluted common shares outstanding		6,211,670		976,901					1,678,414				8,866,985

Carolina Trust BancShares, Inc. and Clover Community Bankshares, Inc.

Unaudited Pro Forma Condensed Combined Statements of Operations For the Twelve Months Ended December 31, 2017

($ in thousands, except per share data)

	Carolina Trust BancShares, Inc.		Clover Community Bankshares, Inc.		Pro Forma Before Adjustments		Adjustments				Pro Forma Combined
INTEREST INCOME
Interest on investment securities and cash	$	915	$	1,125	$	2,040	$	-			$	2,040
Interest and fees on loans		16,534		3,971		20,505		440		B		20,945
Total interest income		17,449		5,096		22,545		440				22,985
INTEREST EXPENSE
Interest expense non-maturity deposits		442		82		524		-				524
Interest expense time deposits		2,039		76		2,115		36		H		2,151
Interest expense borrowed funds		222		12		234		-				234
Interest expense capital lease		17		-		17		-				17
Interest expense debt		-		31		31		-				31
Interest expense subordinated debt		759		-		759		-				759
Total interest expense		3,479		201		3,680		36				3,716
NET INTEREST INCOME		13,970		4,895		18,865		404				19,269
Loan loss provision		704		-		704						704
Net interest income after loan loss provision		13,266		4,895		18,161		404				18,565

NONINTEREST INCOME
Service charges on deposit accounts		487		566		1,053		-				1,053
Interchange fee income, net		139		348		487		-				487
Gain on sale of investment securities		-		52		52		-				52
Other service fees and income		407		421		828						828
Total noninterest income		1,033		1,387		2,420		-				2,420

NONINTEREST EXPENSE
Salaries & benefits expense		7,071		2,642		9,713		-				9,713
Occupancy and equipment		1,444		618		2,062		23		D		2,085
Data processing expense		948		275		1,223		-				1,223
Office supplies expense		81		113		194		-				194
Professional fees		473		155		628		-				628
Advertising and marketing		132		53		185		-				185
Foreclosed asset expense, net		281		6		287		-				287
Directors fees and expenses		256		77		333		-				333
Core deposit intangible amortization expense		44		-		44		598		G		642
Other operating expense		1,571		766		2,337		-				2,337
Total noninterest expense		12,301		4,705		17,006		621				17,627
INCOME BEFORE INCOME TAXES		1,998		1,577		3,575		(217	)			3,358
Income tax expense		1,594		564		2,158		(51	)	L		2,107
NET INCOME		404		1,013		1,417		(166	)			1,251
Preferred stock dividends		-		36		36		(36	)	M		-
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	404	$	977	$	1,381	$	(130	)		$	1,251

NET INCOME PER COMMON SHARE
Basic	$	0.09	$	1.13							$	0.17
Diluted	$	0.09	$	1.00							$	0.17
Weighted average common shares outstanding		4,655,369		863,776				1,791,539				7,310,684
Weighted average diluted common shares outstanding		4,737,874		976,901				1,678,414				7,393,189

Cash dividends per common share	$	-	$	0.30							$	0.04

Notes to Pro Forma Condensed Combined Financial Statements

Note 1. Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting. Balance sheet data is presented as of September 30, 2018 and assumes the merger involving Carolina Trust BancShares, Inc. (“Carolina Trust”) and Clover Community Bankshares, Inc. (“Clover”) was completed on that date. Income statement data is presented to give effect to the merger as if it had occurred on January 1, 2017. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position had the merger been consummated at the beginning of the period presented, nor is it indicative of the results of operations in future periods or the future financial position of the combined entities. Certain historical financial information has been reclassified to conform to current presentation. The merger, which was completed on January 1, 2019, provided that the merger consideration to be paid by Carolina Trust will consist of a mixture of Carolina Trust common stock and cash, with 195,380 shares, or 20% of Clover’s common stock outstanding on the merger date converted to the per share cash consideration of $22.00 and the balance of Clover’s stock converted into Carolina Trust common stock at the 2.7181 stock exchange ratio. Each of the 113,125 shares of Clover preferred stock converted to one share of Clover common stock prior to the exchange of Clover common stock for the merger consideration.

The unaudited pro forma condensed combined financial information includes preliminary estimated adjustments to record assets and liabilities of Clover at their respective fair values and represents Carolina Trust management’s estimates based on available information. The pro forma adjustments included herein are subject to updates as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined after completion of thorough analyses to determine the fair value of Clover’s tangible and identifiable intangible assets and liabilities as of the merger date. Increases or decreases in the estimated fair values of the net assets, commitments, executory contracts and other items of Clover as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact the statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities.

Note 2. Accounting Policies and Financial Statement Classifications

The accounting policies of both Carolina Trust and Clover have been reviewed and management has determined that there are no material additional conforming adjustments or financial statement reclassifications needed. There are currently no material transactions between Carolina Trust and Clover in relation to the unaudited pro forma condensed combined financial information.

Note 3. Merger Related Charges

The estimated transaction costs related to the merger are approximately $3.0 million ($2.4 million net of tax). This cost is included in the unaudited Pro Forma Condensed Combined Balance Sheets. These estimated transaction costs are still being developed and will continue to be refined over the next several months, and will include assessing personnel, benefit plans, premises, equipment, and service contracts to determine where Carolina Trust and Clover may take advantage of redundancies. These costs will be recorded as non-interest expense as incurred. The pro forma presentation of the merger-related charges is in the following table (dollars in thousands).

	Carolina Trust		Clover		Total
Professional fees	$	120	$	253	$	373
Employee benefit expenses		1,149		537		1,686
Data processing		355		474		829
Other noninterest expense		50		70		120
Total noninterest expense		1,674		1,334		3,008
Tax benefit		383		260		643
Net merger related expenses	$	1,291	$	1,074	$	2,365

Note 4. Purchase Accounting Allocation

The unaudited pro forma condensed combined financial information reflects the issuance of 2,123,858 shares of Carolina Trust common stock totaling approximately $16.1 million plus cash of approximately $4.3 million. The merger will be accounted for using the acquisition method of accounting; accordingly Carolina Trust’s cost to acquire Clover will be allocated to the assets (including identifiable intangible assets) and liabilities of Carolina Trust at their respective fair values as of the merger date. Accordingly, the pro forma purchase price was preliminarily allocated to the assets acquired and the liabilities assumed based on their estimated fair values as summarized in the following table (dollars in thousands).

Common equity capital of Clover as of September 30, 2018⁽¹⁾				$	13,386
Estimated Clover related expenses, net of tax					(1,074	)
Common equity capital of Clover as of September 30, 2018, adjusted					12,312
Less estimated fair value adjustments:
Allowance for loan losses	$	1,332
Loan fair value		(2,474	)
Loans, net		(1,142	)
Other real estate owned		(117	)
Premises and equipment		921
Core deposit intangible		3,160
Time deposits		46
Deferred tax adjustments related to the items above		(674	)
Deferred tax adjustment related BOLI policies acquired		(73	)
Total fair value adjustments					2,121
Net assets (Equity capital less fair value adjustments)					14,433
Total consideration paid to Clover shareholders⁽²⁾					20,400
Goodwill				$	5,967

⁽¹⁾Note: Stockholders’ equity reported here includes preferred equity of $1 that will convert to common equity prior to the share exchange.

⁽²⁾Note: The purchase price is based on total consideration of $20.4 million. This includes the issuance of approximately $16.1 million in stock consideration, or 2,123,858 shares of Carolina Trust common stock with a value of $7.58 per share (based on Carolina Trust’s closing stock price on December 31, 2018, the last trading day as of the merger date.

Note 5. Pro Forma Adjustments

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All adjustments are based on current assumptions and valuations which are subject to change.

Cash was adjusted to reflect payment of estimated merger-related expenses of $2.7 million, which includes $1.2 million for Clover and $1.5 million for Carolina Trust. Additional merger-related expenses of $0.3 million are expected to be accrued, which includes $0.1 million for Clover and $0.2 million for Carolina Trust. The impact of these cash and accrued expenses would be offset partially by $0.6 million in tax benefits. The expenses, net of tax, incurred by Clover would reduce the net assets acquired by Carolina Trust by an estimated $1.1 million, which would result in an increase to goodwill. The expenses, net of tax, incurred by Carolina Trust would reduce retained earnings by $1.3 million.

Cash was adjusted for Clover’s payment of accrued supplemental executive retirement plan expenses of $0.8 million, which would reduce other liabilities.

Based on the 976,901 outstanding shares of Clover common stock and preferred stock, Carolina Trust expects to pay aggregate cash consideration of $4.3 million, which reflects the $22.00 per share cash consideration payable pursuant to the merger agreement for 20% of the outstanding shares of Clover common stock at merger consummation.

Carolina Trust identified $2.5 million in net preliminary estimated fair value adjustments to Clover’s loan portfolio. This $2.5 million decrease to the fair value of loans reflects Carolina Trust’s estimates related to credit quality totaling $1.7 million, estimates related to market interest rates and liquidity totaling $0.7 million and adjustments to eliminate deferred fees and costs totaling $0.1 million. The fair value adjustment will be accreted using the level yield methodology over the 2.9 year weighted average life of the acquired loan portfolio. The accretions would increase interest income for the nine months ended September 30, 2018 and the year ended December 31, 2017 by approximately $0.3 million and $0.4 million, respectively.

Clover’s existing allowance for loan losses of $1.3 million was eliminated in accordance with generally accepted accounting principles.

Premises and equipment were adjusted higher by $0.9 million to reflect estimated fair value for real property, with the allocation being $0.6 million to land and $0.3 million to buildings. The adjustment to buildings would be depreciated over an estimated life of 15 years, resulting in depreciation expense of $17,000 for the nine months ended September 30, 2018 and $23,000 for the year ended December 31, 2017.

Foreclosed properties were adjusted by $0.1 million based on Carolina Trust’s estimates of adjustments to the market value of these assets.

The estimated amount of goodwill arising from pro forma purchase accounting adjustments is $4.8 million, in addition to the goodwill adjustment discussed with merger and transaction costs in paragraph 5.A above. The final allocation of purchase price will be determined after the merger is completed and all purchase accounting adjustments are finalized, which may change the amount allocated to goodwill.

Other intangible assets were adjusted to reflect a core deposit intangible of $3.2 million. A core deposit intangible arises from a financial institution having a funding base derived from stable customer relationships. These customer relationships provide a cost benefit to the acquiring institution since the associated customer deposits are typically at lower interest rates and can be expected to be retained on a long-term basis. This core deposit intangible reflects Carolina Trust management’s estimate of the market premium associated with these core deposits. The accelerated amortization period is estimated at nine years, resulting in expense of approximately $407,000 for the nine months ended September 30, 2018 and $598,000 for the year ended December 31, 2017.

Time deposits were adjusted lower by less than $0.1 million for fair value adjustments based on slightly higher current market rates for similar products. This adjustment will be amortized as an increase to interest expense over the 5 year maturity period of the time deposits under the effective yield method.

Other liabilities were adjusted higher by $0.7 million for the estimated deferred tax liability arising from the fair value adjustments and based on an estimated combined federal and state tax rate of 23.5%.

Clover’s historical stockholders’ equity was eliminated as a result of the merger when Clover stockholders’ shares were exchanged for a combination of cash and Carolina Trust common stock.

The Carolina Trust stock exchanged for Clover stock was 2,123,858 shares, $2.50 par value per share, at market price of $7.58, the closing stock price as of December 31, 2018, the last trading day prior to the closing of the merger. Fractional shares were paid in cash at the 20 day average closing stock price prior to the merger date which was $7.6305 per share.

The tax effect of the adjustments on the pro forma statement of operations is calculated based on an estimated combined federal and state income tax rate of 23.5%

The Clover preferred stock and preferred dividend is eliminated as an adjustment because the preferred stock was converted to Clover common stock prior to exchanging Clover common stock for Carolina Trust common stock.