EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting, giving effect to the merger of Mid Penn Bancorp, Inc. (“Mid Penn” or “MPB”) with Riverview Financial Corporation (“Riverview” or “RIVE”). The merger was completed on November 30, 2021. The following unaudited pro forma combined consolidated financial information is based upon the total number of shares of Riverview common stock outstanding immediately prior to the completion of the merger, which was 9,352,941 and utilizes the exchange ratio of 0.4833 resulting in 4,519,776 shares of MPB common stock issued as acquisition purchase price consideration.

The unaudited pro forma combined condensed financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020, which requires the depiction of the accounting for the transaction, which we refer to as transaction accounting adjustments, and presentation of the reasonably estimable cost savings and revenue enhancements and other transaction effects that have occurred or are reasonably expected to occur, which we refer to as management’s adjustments. Mid Penn has elected not to present management’s adjustments and will only be presenting transaction accounting adjustments in the following unaudited pro forma condensed combined financial information.

The following unaudited pro forma combined consolidated balance sheet as of September 30, 2021 and income statements for both (i) the twelve months ended December 31, 2020 and (ii) the nine months ended September 30, 2021combine the historical financial statements of Mid Penn and Riverview. The unaudited pro forma consolidated financial statements give effect to the proposed acquisition as if the acquisition occurred on September 30, 2021 with respect to the balance sheet, and at the beginning of the periods for both the year ended December 31, 2020 and the nine months ended September 30, 2021, with respect to the statement of operations. The unaudited pro forma consolidated financial statements were prepared with Mid Penn as the acquirer and Riverview as the acquiree under the acquisition method of accounting. Accordingly, the consideration paid by Mid Penn to complete the acquisition of Riverview will be allocated to Riverview’s assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition. The allocation is dependent upon certain valuations and other studies that have not been finalized at the time of this filing; however, preliminary valuations based on the fair value of the acquired assets and liabilities have been estimated and included in the unaudited pro forma financial statements.

The final allocation of the purchase price will be determined after completion of the merger and after completion of thorough analyses to determine the fair value of Riverview’s tangible and identifiable intangible assets and liabilities as of the date the merger was completed. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Mid Penn’s consolidated statement of operations due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Riverview’s shareholders’ equity, includingresults of operations from September 30, 2021 through the date the merger was completed will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited transaction accounting adjustments presented herein. The actual value of Mid Penn’s common stock to be recorded as consideration in the merger was based on the $31.46 closing price of MPB common stock at the time of the merger completion date on November 30, 2021.

The pro forma income statement and per share data information does not include anticipated cost savings or revenue enhancements, nor does it include one-time merger-related expenses which will be expensed against income. Mid Penn is currently in the process of assessing the two companies’ personnel, benefits plans, premises, equipment, computer systems and service contracts to determine where the companies may take advantage of redundancies or where it will be beneficial or necessary to convert to one system. Certain decisions arising from these assessments may involve canceling contracts between either Riverview or Mid Penn and certain service providers. There is no assurance that the anticipated cost savings will be realized on the anticipated time schedule or at all.

The pro forma combined basic and diluted earnings per share of Mid Penn common stock is based on the pro forma combined net income per common share for Riverview and Mid Penn divided by the pro forma basic or

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diluted common shares of the combined entities. The pro forma information includes adjustments related to the fair value of assets and liabilities of Riverview and is subject to adjustment as additional information becomes available and as final merger date analyses are performed. The pro forma combined balance sheet and book value per share data does include the impact of merger-related expenses on the balance sheet with Riverview’s after-tax charges currently estimated at $6,531,000, illustrated as an adjustment to accrued other liabilities, and Mid Penn’s after-tax estimated charges of $8,610,000, illustrated as an adjustment to retained earnings and to accrued other liabilities. The pro forma combined book value and tangible book value of Mid Penn common stock is based on the pro forma combined common stockholders’ equity of Riverview and Mid Penn divided by total pro forma common shares of the combined entities.

Certain reclassification adjustments have been made to Riverview’s financial statements to conform to Mid Penn’s financial statement presentation. The unaudited pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had the companies been combined during this period.

The unaudited pro forma combined condensed consolidated financial information has been derived from and should be read in conjunction with Mid Penn’s historical consolidated financial information and related notes, which are contained in Mid Penn’s Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the nine-month period ended September 30, 2021, Riverview’s audited financial statements for the year ended December 31, 2020, which were included in Mid Penn’s Form S-4 filed on September 13, 2021, as amended (File No. 333-259490), and Riverview’s unaudited financial statements for the nine-month period ended September 30, 2021, which appear elsewhere in this document.

The unaudited pro forma data are qualified by the statements set forth under this caption and should not be considered indicative of the market value of Mid Penn common stock or the actual or future results of operations of Mid Penn for any period. Actual results may be materially different than the pro forma information presented.

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Pro Forma Combined Consolidated Balance Sheet as of September 30, 2021

Unaudited (Dollars in thousands, except share and per common share data)


	Mid Penn Bancorp, Inc.			Riverview Financial Corp.			Unadjusted Combined			Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Cash and due from banks	$	40,134		$	10,842		$	50,976		$	(792	)	A	$	50,184
Interest-bearing balances with other financial institutions		2,536			175,236			177,772			—				177,772
Federal funds sold		712,272			—			712,272			—				712,272

Total cash and cash equivalents		754,942			186,078			941,020			(792	)			940,228

Investment securities available for sale, at fair value		5,015			131,705			136,720			—		B		136,720
Investment securities held to maturity, at amortized cost		152,791			—			152,791			—				152,791
Equity securities available for sale, at fair value		505			—			505			—				505
Loans held for sale		23,154			443			23,597			—				23,597
Loans and leases, net of unearned interest		2,370,429			866,140			3,236,569			(20,285	)	C		3,216,284
Less: Allowance for loan and lease losses		(14,233	)		(10,834	)		(25,067	)		10,834		D		(14,233	)

Net loans and leases		2,356,196			855,306			3,211,502			(9,451	)			3,202,051

Bank premises and equipment, net		25,562			16,983			42,545			(5,005	)	E		37,540
Operating lease right of use asset		9,942			1,516			11,458			(1,297	)	F		10,161
Finance lease right of use asset		3,132			—			3,132			—				3,132
Cash surrender value of life insurance		17,406			31,999			49,405			—				49,405
Restricted investment in bank stocks		7,906			2,171			10,077			—				10,077
Foreclosed assets held for sale		11			—			11			—		G		11
Deferred income taxes		4,133			3,825			7,958			5,227		H		13,185
Goodwill		62,840			—			62,840			48,904		I		111,744
Core deposit and other intangibles, net		3,537			1,522			5,059			4,734		J		9,793
Accrued interest receivable and other assets		26,115			11,245			37,360			—				37,360

Total Assets	$	3,453,187		$	1,242,793		$	4,695,980		$	42,320			$	4,738,300

LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand	$	661,890		$	192,556		$	854,446		$	—			$	854,446
Interest-bearing demand		745,833			349,543			1,095,376			—				1,095,376
Money market		905,742			151,413			1,057,155			—				1,057,155
Savings		205,842			173,453			379,295			—				379,295
Time		442,574			202,609			645,183			1,911		K		647,094

Total Deposits		2,961,881			1,069,574			4,031,455			1,911				4,033,366
Short-term borrowings		—			—			—			—				—
Long-term debt		119,457			52,004			171,461			(2,325	)	L		169,136
Operating lease liability		10,950			1,531			12,481			(1,297	)	F		11,184
Accrued interest payable and other liabilities		11,591			12,108			23,699			18,025		M		41,724

Total Liabilities		3,103,879			1,135,217			4,239,096			16,314				4,255,410
Shareholders’ Equity:
Common stock		11,532			103,127			114,659			(98,607	)	N		16,052
Additional paid-in capital		246,830			292			247,122			137,380		N		384,502
Retained earnings		92,722			4,498			97,220			(13,108	)	M, N		84,112
Accumulated other comprehensive income (loss)		147			(341	)		(194	)		341		N		147
Treasury stock		(1,923	)		—			(1,923	)		—				(1,923	)

Total Shareholders’ Equity		349,308			107,576			456,884			26,006				482,890

Total Liabilities and Shareholders’ Equity	$	3,453,187		$	1,242,793		$	4,695,980		$	42,320			$	4,738,300

Per Common Share Data:
Common shares issued		11,532,006			9,361,967						(4,519,776	)			16,374,197
Common shares outstanding		11,433,554			9,361,967						(4,519,776	)			16,275,745
Book value per common share	$	30.55		$	11.49									$	29.67

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Pro Forma Combined Consolidated Statement of Income

For the Nine Months Ended September 30, 2021

Unaudited (Dollars in thousands, exept share and per common share data)


	Mid Penn Bancorp, Inc.			Riverview Financial Corp.			Unadjusted Combined			Transaction Accounting Adjustments				Pro Forma Combined
INTEREST INCOME
Interest & fees on loans and leases	$	87,755		$	33,153		$	120,908		$	1,501		C		122,409
Interest and dividends on investment securities:
U.S. Treasury and government agency		688			701			1,389			—				1,389
State and political subdivision obligations, tax-exempt		834			440			1,274			—				1,274
Other securities		870			836			1,706			—				1,706

Total interest and dividends on investment securities		2,392			1,977			4,369			—				4,369

Interest on interest-bearing balances		5			64			69			—				69
Interest on federal funds sold		485			—			485			—				485

Total Interest Income		90,637			35,194			125,831			1,501				127,332

INTEREST EXPENSE
Interest on deposits		8,791			2,491			11,282			(559	)	K		10,723
Interest on short-term borrowings		539			—			539			—				539
Interest on long-term and subordinated debt		2,111			1,752			3,863			(506	)	L		3,357

Total Interest Expense		11,441			4,243			15,684			(1,065	)			14,619

Net Interest Income		79,196			30,951			110,147			2,566				112,713
PROVISION FOR (RECOVERY OF) LOAN AND LEASE LOSSES		2,575			(735	)		1,840			—				1,840

Net Interest Income After Provision for (Recovery Of) Loan and Lease Losses		76,621			31,686			108,307			2,566				110,873

NONINTEREST INCOME
Mortgage banking income		8,382			440			8,822			—				8,822
Income from fiduciary activities		1,716			804			2,520			—				2,520
Service charges on deposits		552			1,642			2,194			—				2,194
ATM debit card interchange income		1,854			1,497			3,351			—				3,351
Net gain on sales of SBA loans		560			—			560			—				560
Merchant services income		359			33			392			—				392
Earnings from cash surrender value of life insurance		223			552			775			—				775
Net gain on sales of investment securities		79			317			396			—				396
Other income		2,148			3,021			5,169			—				5,169

Total Noninterest Income		15,873			8,306			24,179			—				24,179

NONINTEREST EXPENSE
Salaries and employee benefits		29,873			14,472			44,345			—				44,345
Occupancy, net		4,115			1,515			5,630			—				5,630
Equipment expense		2,237			1,570			3,807			—				3,807
Software licensing and data processing		4,493			2,468			6,961			—				6,961
Pennsylvania Bank Shares tax expense		1,022			850			1,872			—				1,872
FDIC Assessment		1,364			355			1,719			—				1,719
Legal and professional fees		1,591			569			2,160			—				2,160
Charitable contrbutions qualifying for State tax credits		635			—			635			—				635
Mortgage banking profit-sharing expense		2,005			—			2,005			—				2,005
Marketing and advertising expense		466			440			906			—				906
Telephone expense		409			420			829			—				829
Gain on sale or write-down of foreclosed assets		(26	)		(44	)		(70	)		—				(70	)
Intangible amortization		823			396			1,219			457		O		1,676
Merger and acquisition expense		720			560			1,280			(1,280	)	M		—
Other expenses		7,306			2,934			10,240			—				10,240

Total Noninterest Expense		57,033			26,505			83,538			(823	)			82,715

INCOME BEFORE PROVISION FOR INCOME TAXES		35,461			13,487			48,948			3,389				52,337
Provision for income taxes		6,749			2,532			9,281			712		P		9,993

NET INCOME	$	28,712		$	10,955		$	39,667		$	2,677			$	42,344

Weighted average common shares outstanding:
Basic		10,064,655			9,353,546						(4,519,776	)			14,898,425
Diluted		10,077,408			9,366,293						(4,519,776	)			14,898,425

Earnings per common share:
Basic	$	2.85		$	1.17									$	2.84
Diluted	$	2.85		$	1.17									$	2.84

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Pro Forma Combined Consolidated Statement of Income

For the Year Ended December 31, 2020

Unaudited (Dollars in thousands, exept share and per common share data)


	Mid Penn Bancorp, Inc.		Riverview Financial Corp.			Unadjusted Combined		Transaction Accounting Adjustments				Pro Forma Combined
INTEREST INCOME
Interest & fees on loans and leases	$	103,507	$	43,935		$	147,442	$	1,815		C		149,257
Interest and dividends on investment securities:
U.S. Treasury and government agency		1,631		1,110			2,741		—				2,741
State and political subdivision obligations, tax-exempt		1,008		289			1,297		—				1,297
Other securities		1,253		592			1,845		—				1,845

Total interest and dividends on investment securities		3,892		1,991			5,883		—				5,883

Interest on interest-bearing balances		39		20			59		—				59
Interest on federal funds sold		497		100			597		—				597

Total Interest Income		107,935		46,046			153,981		1,815				155,796

INTEREST EXPENSE
Interest on deposits		16,399		5,419			21,818		(1,161	)	K		20,657
Interest on short-term borrowings		371		443			814		—				814
Interest on long-term and subordinated debt		2,957		921			3,878		(576	)	L		3,302

Total Interest Expense		19,727		6,783			26,510		(1,737	)			24,773

Net Interest Income		88,208		39,263			127,471		3,552				131,023
PROVISION FOR LOAN AND LEASE LOSSES		4,200		6,282			10,482		—				10,482

Net Interest Income After Provision for Loan and Lease Losses		84,008		32,981			116,989		3,552				120,541

NONINTEREST INCOME
Mortgage banking income		9,682		1,233			10,915		—				10,915
Income from fiduciary activities		1,694		961			2,655		—				2,655
Service charges on deposits		637		2,451			3,088		—				3,088
ATM debit card interchange income		1,960		1,752			3,712		—				3,712
Net gain on sales of SBA loans		442		—			442		—				442
Merchant services income		392		44			436		—				436
Earnings from cash surrender value of life insurance		301		755			1,056		—				1,056
Net gain on sales of investment securities		467		815			1,282		—				1,282
Other income		2,333		762			3,095		—				3,095

Total Noninterest Income		17,908		8,773			26,681		—				26,681

NONINTEREST EXPENSE
Salaries and employee benefits		37,758		20,207			57,965		—				57,965
Occupancy, net		5,505		3,424			8,929		—				8,929
Equipment expense		2,910		1,717			4,627		—				4,627
Software licensing and data processing		5,286		3,999			9,285		—				9,285
Pennsylvania Bank Shares tax expense		583		770			1,353		—				1,353
FDIC Assessment		1,680		732			2,412		—				2,412
Legal and professional fees		1,665		1,335			3,000		—				3,000
Charitable contrbutions qualifying for State tax credits		1,342		200			1,542		—				1,542
Mortgage banking profit-sharing expense		2,004		—			2,004		—				2,004
Marketing and advertising expense		542		369			911		—				911
Telephone expense		539		694			1,233		—				1,233
Loss on sale or write-down of foreclosed assets		333		55			388		—				388
Intangible amortization		1,398		818			2,216		173		O		2,389
Goodwill impairment		—		24,754			24,754		—				24,754
Other expenses		9,032		3,634			12,666		—				12,666

Total Noninterest Expense		70,577		62,708			133,285		173				133,458

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		31,339		(20,954	)		10,385		3,379				13,764
Provision for income taxes		5,130		257			5,387		710		P		6,097

NET INCOME (LOSS)	$	26,209	$	(21,211	)	$	4,998	$	2,669			$	7,667

Weighted average common shares outstanding:
Basic		8,439,427		9,258,493					(4,519,776	)			13,178,144
Diluted		8,443,092		9,258,493					(4,519,776	)			13,178,144

Earnings per common share:
Basic	$	3.11	$	(2.29	)							$	0.58
Diluted	$	3.10	$	(2.29	)							$	0.58

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Explanatory Notes to the Unaudited Pro Forma Combined Consolidated Financial Statements

Under the June 30, 2021 Definitive Merger Agreement among Mid Penn Bancorp, Inc. (“MPB”), Mid Penn Bank (“Mid Penn”), Riverview Financial Corp. (“RIVE”) and Riverview Bank (“Riverview”), shareholders of RIVE common stock received, for each share of RIVE held at the effective time of the merger, 0.4833 shares of MPB common stock as merger consideration. This exchange ratio did not change as a result of changes in the MPB share price. The actual final value and allocation of the merger consideration paid by MPB in common stock and cash following the closing of the merger of Riverview with and into Mid Penn effective November 30, 2021, based upon the relevant provisions of the Definitive Merger Agreement, was as follows:

Mid Penn Bancorp, Inc. Acquisition of Riverview Financial Corp.

Projected Acquisition Purchase Price Consideration Including Allocation Between Cash and Mid Penn Stock


(Dollars in Thousands except per share data)
Total Acquisition Purchase Price Considerations:
Stock Consideration - Common Stock Outstanding: Riverview shareholders representing 9,352,941 shares outstanding received 0.4833 shares of Mid Penn common stock for each Riverview share as merger consideration. Mid Penn issued 4,519,776 new shares of common stock in connection with the merger. The value of Mid Penn common stock issued as merger consideration was $31.46 per share.	$	142,192

Cash Consideration - Cash in Lieu of Fractional Shares: The conversion of Riverview common stock to Mid Penn common stock resulted in 500 fractional shares paid out in cash based upon the closing price of $31.46 per share.		16

Cash Consideration - Buyout of Stock Awards: In accordance with the definitive merger agreement, outstanding options at the time of the merger will be converted into the right to receive an amount in cash equal to the product obtained by multiplying the aggregate number of shares of Riverview common stock that were issuable upon exercise of each option outstanding, and the closing sale price of Mid Penn’s common stock on the fifth (5th) business day prior to the merger closing date multiplied by the exchange ratio, less the per share exercise price of each option outstanding, without interest. There were 172,964 options outstanding to purchase Riverview common stock and the closing price of Mid Penn common stock was at $30.76 per share on the fifth business day prior to the merger closing date. Additionally, 2,500 shares of restricted stock were paid out in cash.		776

Total Acquisition Purchase Price Consideration:	$	142,984

B.	The available-for-sale portfolio will be maintained at the same classification post-merger and will be acquired by Mid Penn at the fair value of the securities as of the merger date.

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The estimated balance sheet adjustments to Riverview’s loan portfolio reflect fair value credit and interest rate discounts of $13,415,000. The earnings impact of the credit and interest rate discounts is projected to be recognized using an accelerated amortization method over the expected life of the acquired loan portfolio, resulting in an estimated increase to interest income of $2,090,000 in the first year post-merger and $1,570,000 in the first nine months post-merger. Additionally, the balance sheet adjustment to the loan portfolio also includes a reduction of $6,870,000 as a result of the anticipated merger date redemption of subordinated debt issued by Mid Penn and held as an outstanding loan receivable by Riverview as of September 30, 2021. The redemption of Mid Penn’s subordinated debt would reduce loan interest income by $275,000 in the first year post merger and $69,000 in the first nine months post merger.

D.	This balance sheet adjustment reflects the reversal of the Riverview allowance for loan losses of $10,834,000 in accordance with the GAAP method of acquisition accounting requiring the recording of acquired loans at fair value.

This balance sheet adjustment to Riverview’s bank premises and equipment includes: (i) fair value discounts of $6,485,000 determined using recent certified appraisals for real estate properties to be retained by Mid Penn; (ii) fair value discounts of $789,000 based upon preliminary condition and value assessments of fixed assets including equipment, and furniture and fixtures, and (iii) the reversal of remaining purchase accounting discounts recorded in fixed assets by Riverview Bank from its previous acquisition activity totaling $2,269,000. Combined, the preliminary estimate of these fair value balance sheet adjustments to Riverview’s bank premises and equipment totals $5,005,000.

F.	The estimated balance sheet adjustment of $1,297,000 to the operating lease right of use asset includes the anticipated reassessment of leased facilities, with a similar adjustment to the operating lease liability and minimal anticipated goodwill impact.

G.	Riverview held no foreclosed real estate assets as of September 30, 2021. Under GAAP foreclosed assets must be carried at fair value therefore no fair value adjustment would be recorded should a foreclosed property be assumed prior to the merger date.

H.	The pro-forma combined deferred tax asset of $5,227,000 was valued based upon an assumed corporate tax rate of 21 percent and includes both (i) $3,587,000 for the related deferred tax impact of purchase accounting adjustments, and (ii) $1,640,000 tax benefit related to one-time merger charges.

For purposes of this unaudited pro forma combined consolidated balance sheet as of September 30, 2021, goodwill of $48,904,000 is projected to result from the Mid Penn acquisition of Riverview. However, the eventual amount actually recorded as goodwill will be determined as part of the final acquisition accounting as of the merger date, and the goodwill amount may be adjusted from this projection based on changes in financial condition and transactions subsequent to September 30, 2021, as additional information becomes available and updated analyses are performed. The goodwill will not be amortized, but will be measured for impairment annually (or more frequently if warranted). The unaudited pro forma combined consolidated statement of income projects no goodwill impairment in the first year post merger. The following reflects the unaudited pro forma calculation of goodwill based upon estimated fair value adjustments to Riverview assets to be acquired and liabilities to be assumed:

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Goodwill Resulting from the Mid Penn Bancorp, Inc. Acquisition of Riverview Financial Corp.

Pro Forma as of September 30, 2021


(Dollars in Thousands except per share data)
Acqusition Purchase Price Consideration
($792 in Cash and $142,192 in MPB stock)*
				$142,984
Net Assets Acquired:

Riverview Stockholders’ Equity	$	107,576

Core Deposit Intangible		4,096
Customer List Intangible		2,160

Adjustments to Riverview Assets acquired to reflect fair value:

Loans - general credit and interest rate marks		(13,415	)
Allowance for loan losses		10,834
Premises and Equipment		(5,005	)
Pre-transaction remaining CDI of Riverview		(1,522	)
Deferred tax impact of fair value adjustments		3,587

Adjustments to Riverview Liabilities assumed to reflect fair value:

Time deposits		(1,911	)
Pre-transaction remaining marks on long-term debt		(2,243	)
Subordinated debt and trust preferred		(2,302	)
Seller transaction merger liabilities accrued at closing		(7,775	)

					94,080

Goodwill resulting from merger				$	48,904

*	actual paid by Mid Penn Bancorp, Inc. following closing of transaction on November 30, 2021

This balance sheet adjustment represents the estimated fair value of the core deposit intangible (CDI) asset of $4,096,000 as well as the estimated fair value of a customer list intangible of $2,160,000. With the reversal of Riverview’s pre-acquisition CDI of $1,522,000, the net required adjustment to reflect combined CDI is $4,734,000. The core deposit intangible and customer list intangible will be amortized over a ten-year period using a sum of the year’s digits basis, resulting in $1,138,000 of additional intangible amortization in the first year post merger.

This balance sheet amount represents a fair value premium of $1,911,000 for Riverview’s certificates of deposit. This adjustment will be recognized using an amortization method based upon the maturities of the deposit liabilities and is expected to decrease interest expense by $1,161,000 in the first year post merger and $559,000 in the first nine months post merger.

This balance sheet amount includes both (i) a fair value premium of $2,302,000 to reflect the estimated fair value of Riverview’s subordinated debt and trust preferred securities outstanding, and (ii) the reversal of $2,243,000 of pre-transaction fair value discount on subordinated debt and trust preferred securities acquired by Riverview in a previous merger transaction. Additionally, the balance sheet amount reflects the redemption of $6,870,000 of subordinated debt issued by Mid Penn and held by Riverview. The redemption of Mid Penn’s subordinated debt would reduce interest expense by $275,000 in the first year post merger and $69,000 in the first nine months post merger. The fair value premium amount of $2,302,000 will be recognized on the income statement using an amortization method based upon the estimated remaining maturity of the subordinated debt, resulting in an expected reduction to interest expense of $574,000 in the first year post merger and $428,000 in the first nine months post merger.

This balance sheet adjustment reflects the accrual of one-time merger-related charges for Mid Penn and Riverview: (a) Riverview pre-tax charges are estimated at $7,775,000 ($6,531,000 after-tax) and are included as a pro forma fair value liability accrual, and (b) Mid Penn pre-tax charges are estimated at $10,250,000 ($8,610,000 after-tax) and are included as a pro forma liability accrual with the after-tax cost as reduction to retained earnings. The pro forma income statement does not include one-time merger-related expenses which will be expensed against income when incurred. It is noted that a tax benefit was not taken for certain merger obligations and costs that were not considered to be tax deductible.

These balance sheet adjustments to the common stock and additional paid-in-capital accounts, and to the number of common shares outstanding, reflect the impact of actual acquisition consideration of $142,984,000 paid primarily in MPB common stock, as further detailed in Explanatory Note A. The adjustments also reflect the reclassification of Riverview’s historical equity accounts (common stock, accumulated other comprehensive loss, and retained earnings) into additional paid in capital.

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This income statement adjustment to intangible amortization expense reflects both (i) the reversal of the pre-merger Riverview CDI amortization expense of $818,000 in the first year post merger (consistent with the reversal of Riverview’s CDI asset for fair value purchase accounting purposes), and (ii) $1,137,000 of amortization expense in the first year post merger related to the new CDI and the customer list intangible resulting from this acquisition, with such amortization being determined based upon the sum-of-the-years-digits method over 10 years from the date of acquisition. Comparatively, for the first nine months post merger, the reversal of CDI expense would be $396,000 and the new CDI amortization is estimated to be $853,000.

P.	The statutory federal income tax rate of 21 percent was used to determine the income tax expense impact of merger-related adjustments.

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