Exhibit 99.3

Pro Forma Combined Consilidated Balance Sheets as of September 30, 2014

Unaudited (In thousands, except share and per share data)

	Mid Penn			Phoenix			Combined			Pro Forma Adjustments			Pro Forma Combined
ASSETS
Cash and due from banks	$	13,854		$	2,330		$	16,184		$	—		$	16,184
Interest-bearing balances with other financial institutions		1,393			263			1,656			—			1,656
Federal funds sold		—			1,200			1,200			(1,200	)		—
Total cash and cash equivalents		15,247			3,793			19,040			(1,200	)		17,840
Interest-bearing time deposits with other financial institutions		5,772			500			6,272			—			6,272
Available for sale investment securities		148,134			12,154			160,288			—			160,288
Loans and leases, net of unearned interest		568,161			116,473			684,634			(991	) (2)(3)		683,643
Less: Allowance for loan and lease losses		(6,411	)		(1,344	)		(7,755	)		1,344	(4)		(6,411	)
Net loans and leases		561,750			115,129			676,879			353			677,232
Bank premises and equipment, net		12,303			2,872			15,175			—			15,175
Restricted investment in bank stocks		3,395			389			3,784			—			3,784
Foreclosed assets held for sale		849			616			1,465			(519	) (5)		946
Accrued interest receivable		3,000			431			3,431			—			3,431
Deferred income taxes		2,055			88			2,143			(338	) (6)		1,805
Goodwill		1,016			689			1,705			(53	) (1)		1,652
Core deposit and other intangibles, net		203			—			203			1,370	(11)		1,573
Cash surrender value of life insurance		8,526			3,633			12,159			—			12,159
Other assets		2,153			380			2,533			—			2,533
Total Assets	$	764,403		$	140,674		$	905,077		$	(387	)	$	904,690
LIABILITIES & SHAREHOLDERS’ EQUITY
Deposits:
Noninterest bearing demand	$	52,715		$	28,627		$	81,342		$	—		$	81,342
Interest bearing demand		226,883			3,200			230,083			—			230,083
Money market		209,556			34,981			244,537			—			244,537
Savings		30,672			23,370			54,042			—			54,042
Time		126,171			30,663			156,834			(61	) (7)		156,773
Total Deposits		645,997			120,841			766,838			(61	)		766,777
Short-term borrowings		21,854			—			21,854			(1,200	)		20,654
Long-term debt		33,008			3,500			36,508			2,981	(8)(9)		39,489
Accrued interest payable		646			42			688			—			688
Other liabilities		4,087			612			4,699			239	(12)		4,938
Total Liabilities		705,592			124,995			830,587			1,959			832,546
Shareholders’ Equity:
Preferred stock		5,000			1,750			6,750			—			6,750
Common stock		3,497			336			3,833			388	(10)		4,221
Treasury stock					(1,435	)		(1,435	)		1,435	(10)		—
Additional paid-in capital		29,888			6,042			35,930			4,817	(10)		40,747
Retained earnings		19,117			8,763			27,880			(8,763	) (10)		19,117
Accumulated other comprehensive income		1,309			223			1,532			(223	) (10)		1,309
Total Shareholders’ Equity		58,811			15,679			74,490			(2,346	)		72,144
Total Liabilities and Shareholders’ Equity	$	764,403		$	140,674		$	905,077		$	(387	)	$	904,690
Per Share Data:
Common Shares outstanding		3,496,916			285,726			3,782,642			723,915			4,220,831
Book value per common share	$	15.39		$	48.75								$	15.49
Tangible book value per common share:
Total equity	$	58,811		$	15,679								$	72,144
Less: perferred stock		5,000			1,750									6,750
Less: goodwill and intangibles		1,219			689									3,225
Total tangible equity	$	52,592		$	13,240								$	62,169
Tangible book value per common share	$	15.04		$	46.34								$	14.73

Pro Forma Consolidated Statements of Income

For the Nine Months Ended September 30, 2014

Unaudited (In thousands, except share and per share data)

	Mid Penn		Phoenix		Combined		Pro Forma Adjustments			Pro Forma Combined
INTEREST INCOME
Interest & fees on loans and leases	$	20,122	$	4,190	$	24,312	$	(43	) (2)		24,269
Interest on interest-bearing balances		31		8		39					39
Interest and dividends on investment securities:											—
U.S. Treasury and government agencies		994		35		1,029					1,029
State and political subdivision obligations, tax-exempt		1,618		84		1,702					1,702
Other securities		118		101		219					219
Interest on federal funds sold and securities purchased under agreements to resell		—		1		1					—   1
Total Interest Income		22,883		4,419		27,302		(43	)		27,259
INTEREST EXPENSE
Interest on deposits		2,921		298		3,219		23	(7)		3,242
Interest on short-term borrowings		26		4		30					30
Interest on long-term debt		369		53		422		36	(8)(9)		458
Total Interest Expense		3,316		355		3,671		59			3,730
Net Interest Income		19,567		4,064		23,631		(102	)		23,529
PROVISION FOR LOAN AND LEASE LOSSES		1,217		158		1,375					1,375
Net Interest Income After Provision for Loan and Lease Losses		18,350		3,906		22,256		(102	)		22,154
NONINTEREST INCOME
Income from fiduciary activities		445		—		445					445
Service charges on deposits		417		209		626					626
Net gain on sales of investment securities		150		43		193					193
Earnings from cash surrender value of life insurance		152		87		239					239
Mortgage banking income		208		80		288					288
ATM debit card interchange income		403		146		549					549
Merchant services income		198		—		198					198
Net gain on sales of SBA loans		97		—		97					97
Other income		339		83		422					422
Total Noninterest Income		2,409		648		3,057		—			3,057
NONINTEREST EXPENSE
Salaries and employee benefits		8,026		2,038		10,064					10,064
Occupancy expense, net		986		396		1,382					1,382
Equipment expense		908		263		1,171					1,171
Pennsylvania Bank Shares tax expense		272		101		373					373
FDIC Assessment		405		73		478					478
Legal and professional fees		366		263		629					629
Director fees and benefits expense		238		71		309					309
Marketing and advertising expense		227		44		271					271
Software licensing		687		441		1,128					1,128
Telephone expense		304		62		366					366
(Gain) loss on sale/write-down of foreclosed assets		109		20		129					129
Intangible amortization		22		—		22		103	(11)		125
Loan collection costs		229		70		299					299
Other expenses		1,956		404		2,360					2,360
Total Noninterest Expense		14,735		4,246		18,981		103			19,084
INCOME BEFORE PROVISION FOR INCOME TAXES		6,024		308		6,332		(205	)		6,127
Provision for income taxes		1,211		29		1,240		(70	) (13)		1,170
NET INCOME		4,813		279		5,092		(135	)		4,957
Preferred stock dividends		263		18		281					281
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	4,550	$	261	$	4,811	$	(135	)		4,676
Weighted average common shares outstanding:
Basic		3,496,916		285,726				723,915			4,220,831
Diluted		3,496,916		285,726				723,915			4,220,831
Earnings per common share:
Basic	$	1.30	$	0.91			$	-0.19		$	1.11
Diluted	$	1.30	$	0.91			$	-0.19		$	1.11

(1) The acquisition will be effected by the distribution of cash and issuance of shares of Mid Penn common stock to Phoenix’s common shareholders. The following unaudited pro forma combined consolidated financial information assumes that 80% of the outstanding shares of Phoenix common stock will be exchanged for Mid Penn common stock at an exchange ratio of 3.167 shares of Mid Penn common stock for each share of Phoenix common stock and that the remaining 20% of the outstanding shares of common stock will be exchanged for cash consideration of $51.60 for each share of Phoenix common stock.

The unaudited pro forma combined consolidated financial information is based upon the assumption that the total number of shares of Phoenix common stock immediately prior to the completion of the merger will be 285,726 and utilizes the exchange ratio of 3.167 for 80% of Phoenix’s outstanding shares and cash of $51.60 for the remaining 20% of Phoenix’s shares. This will result in the issuance of 723,915 shares of Mid Penn common shares with an estimated fair value of $11.6 million, for a total estimated purchase price of $14.5 million. The final purchase price will be determined based upon the estimated fair value of Mid Penn common stock and cash consideration paid at the completion date of the merger. The final allocation of the purchase price will be determined after the merger is completed and additional analyses are performed to determine the fair values of Phoenix’s tangible and identifiable intangible assets and liabilities as of the date the merger is completed. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. The unaudited pro forma combined consolidated financial information has been prepared to include the estimated adjustments necessary to record the assets and liabilities of Phoenix at their respective fair values and represents management’s best estimate based upon the information available at this time. These pro forma adjustments included herein are subject to change as additional information becomes available and as additional analyses are performed. Such adjustments, when compared to the information shown in this document, may change the amount of the purchase price allocation to goodwill while changes to other assets and liabilities may impact the statement of income due to adjustments in the yield and/or amortization/accretion of the adjusted assets and liabilities.

The total estimated purchase price for the purpose of this unaudited pro forma combined consolidated financial information is $14.5 million. Goodwill is created when the purchase price consideration exceeds the fair value of the net assets acquired or a bargain purchase gain results when the current fair value of the net assets acquired exceeds the purchase price consideration. For purposes of this analysis as of September 30, 2014, goodwill of $636,000 results from the transaction; however, the final purchase accounting analysis will be performed as of the merger date and these amounts are subject to change based on operations subsequent to September 30, 2014, as additional information becomes available and as additional analyses are performed. The following table provides the calculation and allocation of the purchase price used in the pro forma financial statements and a reconcilement of pro forma shares to be outstanding.

Summary of Purchase Price Calculation and Goodwill Resulting From Merger

(In Thousands, Except Per Share Data)
Purchase Price Consideration in Common Stock
Phoenix shares outstanding to be exchanged		228,581
Exchange ratio		3.1670
Mid Penn shares to be issued		723,915
Mid Penn assumed price based on per share consideration	$	16.00
Purchase price assigned to Phoenix shares exchanged for Mid Penn shares				$	11,583
Per share value assigned to Phoenix shares to be converted to cash consideration	$	51.60
Purchase price assigned to Phoenix shares exchanged for cash				$	2,949
Total purchase price				$	14,532
Net Assets Acquired:
Phoenix common shareholders’ equity	$	13,240
Core deposit intangible		1,370
Adjustments to reflect assets acquired at fair value:
Loans – interest rate fair value		579
Loans – credit		(1,570	)
Allowance for loan losses		1,344
OREO		(519	)
Net tax impact of valuation adjustment		(338	)
Adjustment to reflect liabilities acquired at fair value:
Interest bearing deposits		61
Borrowings		(32	)
Contingent liabilities		(239	)
				$	13,896
Goodwill resulting from merger				$	636

(2) A fair value premium of $579 to reflect fair values of loans based on current interest rates of similar loans. The adjustment will be substantially recognized over approximately 10 years using an amortization method based upon the expected life of the loans and is expected to decrease pro forma pre-tax interest income by $58 in the first year following consummation.

(3) A fair value discount of $1,570 to reflect the credit risk of the loan portfolio. No pro forma earnings impact was assumed from the loan credit adjustment. The estimated fair value of the loans in the loan portfolio approximates their carrying value.

(4) Reversal of the Phoenix allowance for loan losses of $1,344 in accordance with acquisition method of accounting for the acquisition.

(5) Reversal of the Phoenix foreclosed assets held for sale of $519 to write this asset to a $0 carrying value.

(6) Reflect the deferred tax impact of $338 from the accumulated purchase accounting adjustments using an assumed tax rate of 34%.

(7) A fair value discount of $61 to reflect the fair values of certain interest-bearing deposit liabilities based on current interest rates for similar instruments. The adjustment will be recognized using an amortization method based upon the estimated maturities of the deposit liabilities. This adjustment is expected to decrease pro forma pre-tax interest expense by $31 in the first year following consummation.

(8) A fair value adjustment of $32 to reflect fair values of FHLB borrowings with various terms and maturities. The adjustment will be recognized using an amortization method based on the maturities of these liabilities. This adjustment is expected to decrease pro forma pre-tax interest expense by $16 in the first year following consummation.

(9) Long-term borrowings will be increased by $2,949 at a rate of 2% for a period of 5 years to be utilized to fund the cash payment portion of the merger consideration of $2,949. This adjustment will increase pre-tax interest expense by $59 in the first year following consummation.

(10) Adjustment to reflect the issuance of common shares of Mid Penn common stock with a $1.00 par value in connection with the acquisition and the adjustments to shareholders’ equity for the elimination of Phoenix historical equity accounts.

Adjustment to common stock, par value $1.00	$	724
Less: historical value of Phoenix common stock		336
Adjustment to common stock in the pro-forma unaudited combined consolidated balance sheet	$	388
Adjustment to additional paid-in capital	$	10,859
Less: historical value of Phoenix common stock		6,042
Adjustment to additional paid-in capital in the pro-forma unaudited combined consolidated balance sheet	$	4,817

(11) Adjustment for core deposit intangible to reflect the fair value of this asset and the related amortization using an expected life of 10 years. The amortization of the core deposit intangible is expected to increase pro forma pre-tax noninterest expense by $137 in the first year following consummation.

(12) Adjustment for contingent liabilities assumed from Phoenix for amounts due to employees upon a change in control.

(13) Adjustment assumes a tax rate of 34% related to fair value adjustments on pre-tax amounts in the unaudited pro forma combined consolidated statement of income. Adjustment is carried in other liabilities on the pro forma balance sheet.