EX-99.2 3 exhibit992-proformafinanci.htm EX-99.2 - UNAUDITED PROFORMA FINANCIALS Document

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On July 1, 2025, Independent Bank Corp. (“Independent”) completed acquisition of Enterprise Bancorp, Inc. (“Enterprise”) pursuant to an Agreement and Plan of Merger, dated as of December 8, 2024 (the “merger agreement”), by and among Independent, Rockland Trust Company (“Rockland Trust”), Enterprise and Enterprise Bank and Trust Company (“Enterprise Bank”). Pursuant to the merger agreement, Enterprise merged with and into Independent, with Independent as the surviving corporation (the “Merger”), and each share of Enterprise common stock outstanding was converted into the right to receive 0.60 shares of Independent's common stock and $2.00 in cash, with cash also to be paid in lieu of fractional shares. Total merger consideration payable to equity-holders consisted of approximately 7,478,906 shares of Independent common stock and an aggregate of $25.9 million in cash, which included approximately $902,000 in cash paid for stock option cancellations and $44,000 cash in lieu to fractional shares. The transaction is accounted for as an acquisition and accordingly, Enterprise assets and liabilities are recorded by Independent at their fair market value as of July 1, 2025.

The following unaudited pro forma condensed combined financial information and notes present how the combined financial statements of Independent and Enterprise may have appeared had the Merger been completed at the beginning of the periods presented. The unaudited pro forma condensed combined financial information reflects the impact of the Merger on the combined balance sheets and combined statements of income under the acquisition method of accounting with Independent as the acquirer. Under the acquisition method of accounting, Enterprise assets and liabilities are recorded by Independent at their fair market value as of the date that the Merger is completed. The unaudited pro forma condensed combined balance sheet as of June 30, 2025 assumes the Merger was completed on that date. The unaudited condensed combined statement of income for the six months ended June 30, 2025, and the year ending December 31, 2024 have been prepared as if the Merger was completed on January 1, 2024.

The unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the historical consolidated financial statements and related notes of Independent, which are available on the Company's 2024 Annual Report on Form 10-K and the financial statements and related notes of Enterprise, which are incorporated into this document by reference and included.

The unaudited pro forma condensed combined financial information is presented for illustrative and informative purposes only and is not necessarily indicative or representative of the financial position or results of operations presented as of the date or for the periods indicated, or the results of operations or financial position that may be achieved in the future. In addition, the unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that Independent may achieve as a result of its acquisition of Enterprise, the costs to integrate the operations of Independent and Enterprise or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.



Independent and Enterprise
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2025
Unaudited
IndependentEnterpriseAdjustmentsPro Forma
(Dollars in thousands)
Cash and short term investments$901,234 $123,638 $(25,878)(2(a))$998,994 
Securities2,695,280 590,267 — 3,285,547 
Loans, net of deferred fees and costs14,550,620 4,069,850 (156,784)(2(b))18,463,686 
Allowance for credit losses(144,773)(61,611)12,437 (2(c))(193,947)
Bank premises and equipment188,883 40,734 (4,988)(2(d))224,629 
Goodwill985,072 5,656 95,593 (2(e))1,086,321 
Identifiable intangible assets9,742 — 136,403 (2(f))146,145 
Other assets862,876 184,921 (8,982)(2(g))1,038,815 
Total assets$20,048,934 $4,953,455 $47,801 $25,050,190 
Deposits$15,893,740 $4,362,710 $(672)(2(h))20,255,778 
Borrowings759,428 122,446 — 881,874 
Other liabilities320,910 85,123 (18,556)(2(i))387,477 
Stockholders' equity3,074,856 383,176 67,029 (2(j))3,525,061 
Total liabilities and stockholders' equity$20,048,934 $4,953,455 $47,801 $25,050,190 
Common shares42,627,286 12,466,031 7,478,906 50,106,192 








Independent and Enterprise
Unaudited Pro Forma Condensed Combined Income Statement
Six Months Ended June 30, 2025
Unaudited
IndependentEnterpriseAdjustmentsPro Forma
(Dollars in Thousands, Except Per Share Data)
INTEREST INCOME
Interest on Fed Funds Sold and Short Term Investments$5,831 $1,119 $— $6,950 
Interest and Dividends on Securities31,178 7,166 7,789 (3(a))46,133 
Interest on Loans393,103 112,664 16,009 (3(b))521,776 
Total Interest Income430,112 120,949 23,798 574,859 
INTEREST EXPENSE
Interest on Deposits119,279 37,357 — 156,636 
Interest on Borrowed Funds17,832 4,360 — 22,192 
Total Interest Expense137,111 41,717 — 178,828 
Net Interest Income293,001 79,232 23,798 396,031 
Less - Provision for Credit Losses22,200 1,400 — 23,600 
Net Interest Income after Provision for Credit Losses270,801 77,832 23,798 372,431 
NONINTEREST INCOME
Deposit account fees14,194 3,062 — 17,256 
Interchange and ATM Fees9,619 1,676 (1,113)(3(e))10,182 
Investment Management22,600 4,143 — 26,743 
Mortgage Banking Income1,813 101 — 1,914 
Increase in Cash Surrender Value of Life Insurance Policies4,103 1,020 — 5,123 
Other Noninterest Income14,518 1,517 — 16,035 
Total Noninterest Income66,847 11,519 (1,113)77,253 
NONINTEREST EXPENSE
Salaries and Employee Benefits124,787 59,741 — 184,528 
Occupancy and Equipment Expenses27,017 5,010 (125)(3(f))31,902 
Data Processing and Facilities Management5,425 4,635 — 10,060 
FDIC Assessment5,361 1,666 — 7,027 
Merger and Acquisition Expenses3,394 6,713 — (1)10,107 
Other Noninterest Expense48,692 8,429 10,737 (3(g))67,858 
Total Noninterest Expense214,676 86,194 10,612 311,482 


INCOME BEFORE INCOME TAXES122,972 3,157 33,297 138,202 
PROVISION FOR INCOME TAXES27,447 2,968 9,113 (3(h))39,528 
NET INCOME$95,525 $189 $24,184 $98,674 
BASIC EARNINGS PER SHARE$2.24 $0.02 $1.97 
DILUTED EARNINGS PER SHARE$2.24 $0.02 $1.97 
BASIC AVERAGE SHARES42,587,330 12,487,949 (5,009,043)(3(i))50,066,236 
DILUTED AVERAGE SHARES42,607,083 12,513,980 (5,035,074)(3(i))50,085,989 


Independent and Enterprise
Unaudited Pro Forma Condensed Combined Income Statement
Twelve Months Ended December 31, 2024
Unaudited
IndependentEnterpriseAdjustmentsPro Forma
(Dollars in Thousands, Except Per Share Data)
INTEREST INCOME
Interest on Fed Funds Sold and Short Term Investments$5,669 $6,199 $— $11,868 
Interest and Dividends on Securities57,098 15,693 15,578 (3(a))88,369 
Interest on Loans789,986 208,378 32,017 (3(b))1,030,381 
Total Interest Income852,753 230,270 47,595 1,130,618 
INTEREST EXPENSE
Interest on Deposits246,962 76,513 672 (3(c))324,147 
Interest on Borrowed Funds44,062 5,893 — 49,955 
Total Interest Expense291,024 82,406 672 374,102 
Net Interest Income561,729 147,864 46,923 756,516 
Less - Provision for Credit Losses36,250 1,985 37,259 (3(d))75,494 
Net Interest Income after Provision for Credit Losses525,479 145,879 9,664 681,022 
NONINTEREST INCOME
Deposit account fees26,455 5,352 — 31,807 
Interchange and ATM Fees19,055 3,523 (2,225)(3(e))20,353 
Investment Management42,744 7,888 — 50,632 
Mortgage Banking Income4,143 156 — 4,299 
Increase in Cash Surrender Value of Life Insurance Policies8,086 2,001 — 10,087 
Other Noninterest Income27,531 3,959 — 31,490 
Total Noninterest Income128,014 22,879 (2,225)148,668 
NONINTEREST EXPENSE
Salaries and Employee Benefits233,653 78,224 — 311,877 
Occupancy and Equipment Expenses52,072 9,667 (249)(3(f))61,490 
Data Processing and Facilities Management9,957 8,778 — 18,735 
FDIC Assessment10,892 3,571 — 14,463 
Merger and Acquisition Expenses1,902 1,137 — (1)3,039 
Other Noninterest Expense97,890 15,755 23,712 (3(g))137,357 
Total Noninterest Expense406,366 117,132 23,463 546,961 
INCOME BEFORE INCOME TAXES247,127 51,626 (16,024)282,729 
PROVISION FOR INCOME TAXES55,046 12,893 (4,386)(3(h))63,553 
NET INCOME$192,081 $38,733 $(11,638)$219,176 


BASIC EARNINGS PER SHARE$4.52 $3.13 $4.39 
DILUTED EARNINGS PER SHARE$4.52 $3.12 $4.38 
BASIC AVERAGE SHARES42,499,492 12,386,669 (4,907,763)(3(i))49,978,398 
DILUTED AVERAGE SHARES42,511,801 12,398,062 (4,919,156)(3(i))49,990,707 




Notes to Pro Forma Condensed Combined Financial Statements (Unaudited)

Note 1. Merger Costs

Actual merger costs incurred for the six months ended June 30, 2025 and twelve months ended December 31, 2024 are included in the pro forma financial statements. Total estimated merger costs of $47.3 million (net of $13.9 million of taxes) are presented in the table below. It is expected that these costs will be recognized over time. These cost estimates for both Independent and Enterprise are forward-looking. The type and amount of actual costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs. The current estimates of the merger costs, primarily comprised of anticipated cash charges, are as follows (amounts in thousands):

Change in control contract and severance contracts$34,000 
Vendor and system contracts Terminations5,663
Facilities expenses4,226
Professional and legal fees14,713
Other acquisition related expenses2,650
Pre-tax merger costs61,252
Taxes(13,947)
     Total merger costs$47,305 

Note 2. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheets

Transaction accounting adjustments include the following adjustments related to the unaudited proforma combined balance sheet as of June 30, 2025, as follows:

(a)Represents total cash consideration paid.
(b)Adjustment to reflect acquired loans at their estimated fair value, including current interest rates and liquidity, as well as the credit related adjustment for non-purchased credit-deteriorated ("non-PCD") loans.


(c)Adjustments to the allowance for credit losses include the following (amounts in thousands):
Reversal of historical Enterprise allowance for credit losses$61,611 
Increase in allowance for credit losses for gross-up of estimated lifetime credit losses for purchased credit-deteriorated ("PCD") loans (11,915)
Provision for estimate of lifetime credit losses on non-PCD loans(37,259)
$12,437 
(d)Adjustment to reflect bank premises and equipment values to their estimated fair value.
(e)Adjustment to eliminate historical Enterprise goodwill of $5.7 million and to establish $101.2 million of goodwill for amount of consideration paid in excess of fair value of assets received over liabilities assumed.
(f)Adjustment to reflect approximately $123.1 million of core deposit intangibles and approximately $13.3 million in customer relationship intangibles at their respective preliminary estimated fair values.
(g)Adjustment to recognize net deferred tax assets associated with the fair value adjustments recorded in the business combination.
(h)Adjustment to reflect the estimate of fair value on time deposits.
(i)Adjustment to recognize other liabilities at their estimated fair value.
(j)Adjustment to shareholders' equity (amounts in thousands):
To eliminate Enterprise shareholders' equity$(383,176)
To reflect issuance of Independent common stock in the merger477,266 
Adjustment to record provision for credit losses on non-PCD acquired loans, net of tax(27,061)
$67,029 

Note 3. Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

(a)Represents accretable purchased discount on securities portfolio.
(b)Adjustment reflects the yield adjustment for interest income on loans.
(c)Adjustment reflects the yield adjustment for interest expense on time deposits.
(d)Adjustment to record provision for credit losses on non-purchased credit deteriorated acquired loans and leases.
(e)Adjustment to reflect the estimated Durbin Amendment impact on transaction fees earned by the combined entity.
(f)Adjustments reflects the estimated net increase associated with the fair value adjustment for the acquired bank premises and equipment.
(g)Adjustment reflects the net increase in amortization of other intangible assets for the acquired other intangible assets.
(h)Adjustment represents income tax expense on the pro-forma adjustments at an estimated rate of 27.37%.
(i)Adjustment to weighted-average shares of Independent’s common stock outstanding to eliminate weighted-average shares of Enterprise common stock outstanding and to


reflect the number of shares of Independent’s common stock to be issued to holders of Enterprise common stock using an exchange ratio of 0.60.


Note 4. Calculation of Merger Consideration and Preliminary Purchase Price Allocation

Merger Consideration

The total merger consideration is calculated as follows:

(Amounts in thousands)As of 7/1/2025
Total fair value of Independent common stock issued per merger agreement(1)
$477,266 
Cash consideration paid per merger agreement24,976 
Obligation to settle outstanding Enterprise stock option awards902 
Total merger consideration$503,144 

(1)Represents the fair value of 7,478,906 shares of Independent common stock issued to Enterprise shareholders pursuant to the merger agreement. This fair value is based on the number of eligible shares of Enterprise common stock as of June 30, 2025 at a 0.60 exchange ratio and the high trading price of Independent’s common stock of $63.82 on June 30, 2025, the last trading day prior to the acquisition date.

Preliminary Purchase Price Allocation

The following table sets forth a preliminary allocation of the estimated merger consideration the identifiable tangible and intangible assets acquired and liabilities assumed of Enterprise, with the excess recorded to goodwill:



(Amounts in thousands)As of July 1, 2025
Total purchase consideration$503,144
Enterprise Net Assets at Fair Value
Assets
Cash and short term investments123,638
Securities590,267
Net loans held for investment3,901,151
Bank premises and equipment35,746
Identifiable intangible assets136,403
Other assets165,741
Total assets to be acquired4,952,946
Liabilities
Deposits 4,362,038
Borrowings122,446
Other liabilities66,567
Total liabilities to be assumed4,551,051
Net assets to be acquired401,895
Preliminary goodwill$101,249