8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15 (d) of

The Securities and Exchange Act of 1934

DATE OF REPORT:

July 18, 2019

(Date of Earliest Event Reported)

MASSACHUSETTS

(State or Other Jurisdiction of Incorporation)

1-9047	04-2870273
(Commission File Number)	(I.R.S. Employer identification No.)

INDEPENDENT BANK CORP.
Office Address:	2036 Washington Street, Hanover, Massachusetts	02339
Mailing Address:	288 Union Street, Rockland, Massachusetts	02370
(Address of Principal Executive Officers)		(Zip Code)

NOT APPLICABLE

(Former Address of Principal Executive Offices)

(Zip Code)

781-878-6100

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17CFR 230.405)) or Rule 12b-2 of the Exchange Act (17CFR 240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. o

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 18, 2019 Independent Bank Corp. announced by press release its earnings for the quarter ended June30, 2019. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this report (including Exhibit 99.1) is being presented pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

d. The following exhibits are included with this Report:

Exhibit Index
Exhibit #	Exhibit Description
99.1	Q2 2019 Earnings Press Release dated July 18, 2019

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.

			INDEPENDENT BANK CORP.
Date:	July 18, 2019	By:	/s/Mark J. Ruggiero
			MARK J. RUGGIERO
			CHIEF FINANCIAL OFFICER

EX-99.1

Exhibit 99.1

Shareholder Relations                 NEWS RELEASE

288 Union Street

Rockland, Ma. 02370

INDEPENDENT BANK CORP. REPORTS SECOND QUARTER NET INCOME OF $30.6 MILLION

Record quarterly operating results following successful Blue Hills Bancorp, Inc. acquisition

Rockland, Massachusetts (July 18, 2019) Independent Bank Corp. (Nasdaq Global Select Market: INDB), parent of Rockland Trust Company, today announced 2019second quarter net income of $30.6 million, or $0.89 per diluted share, compared to net income of $35.2 million, or $1.25 per diluted share, reported in the first quarter of 2019. Excluding merger and acquisition expenses incurred in both quarters, operating net income was $48.8 million, or $1.42 per diluted share, during the second quarter of 2019 compared to $36.7 million, or $1.30 per diluted share, during the prior quarter.

"During the second quarter of 2019 Rockland Trust completed the acquisition of Blue Hills Bank, grew to over $11.6 billion in assets, added branches in Boston’s Hyde Park neighborhood and several other Boston area locations, and expanded our geographic reach to include Nantucket Island," said Christopher Oddleifson, the President and Chief Executive Officer of Independent Bank Corp. and Chief Executive Officer of Rockland Trust Company. "Also, after many months of careful planning, we completed the successful conversion of the customers and branches acquired from Blue Hills Bank over the first weekend in June. Our growth and success is directly attributable to the exceptional hard work of my deeply committed and talented colleagues, including those who joined us from Blue Hills."

BLUE HILLS BANCORP, INC.

Effective April 1, 2019, the Company completed the acquisition of Blue Hills Bancorp, Inc., parent of Blue Hills Bank (collectively "BHB"). The acquisition resulted in the net addition of eight branch locations in Suffolk, Norfolk and Nantucket counties of Massachusetts. The transaction included the acquisition of approximately $2.1 billion in loans, $196.9 million in securities, the assumption of $1.9 billion in deposits, and $124.8 million of borrowings, each at fair value. Total consideration of $661.3 million consisted of 6,166,010 shares of the Company's common stock issued, as well as $161.6 million in cash, inclusive of cash in lieu of fractional shares. The following table provides the purchase price allocation of net assets acquired for this transaction:

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Net Assets Acquired at Fair Value
(Dollars in thousands)
Assets
Cash	$	56,331
Investments	196,937
Loans	2,073,714
Bank premises and equipment	24,253
Goodwill	248,457
Core deposit and other intangibles	19,870
Other assets	147,836
Total assets acquired	$	2,767,398
Liabilities
Deposits	$	1,930,436
Borrowings	124,817
Other liabilities	50,857
Total liabilities assumed	$	2,106,110
Purchase price	$	661,288

For further details on the loans and deposits acquired, see the Organic Loan and Deposit Growth table provided near the end of the financial schedules accompanying this release.

BALANCE SHEET

Total assets of $11.6 billion at June 30, 2019increased by $2.6 billion, or 29.0% from the prior quarter, and by $3.2 billion, or 38.5%, as compared to the year ago period, inclusive of the 2019 second quarter acquisition of BHB and the 2018 fourth quarter acquisition of MNB Bancorp ("MNB").

The $2.0 billion increase in the total loan portfolio in the second quarter was the net result of a variety of factors, including the addition of BHB loans acquired, a transfer of loans to held for sale, planned reductions in BHB loan segments, and growth in legacy portfolios. Strong organic growth in the commercial construction portfolio of 10.6% was offset by decreases in all other commercial loan categories, as anticipated payoffs, primarily within the acquired portfolios, outpaced strong new originations during the quarter. The decline in the residential real estate portfolio was largely attributable to the reclass of $86.0 million of loans to held for sale. Otherwise, all consumer portfolios were relatively flat during the quarter as new business was offset by runoff. Inclusive of the BHB and the MNB acquisitions, total loans increased by $2.5 billion, or 38.1%, when compared to the year ago period.

The $1.8 billion increase in total deposits in the second quarter of 2019 reflected the addition of BHB deposits, strong growth in demand deposit balances, and meaningful post-acquisition decreases as anticipated in higher rate deposit categories. This favorable remixing moderated the overall increase in the cost of deposits, which was up 10 basis points to 0.49% in the second quarter as compared to the prior quarter. Inclusive of the acquired BHB and MNB deposits, total deposits increased by $2.3 billion, or 32.7%, when compared to the year ago period.

The securities portfolio increased by $130.1 million, or 12.0%, compared to the prior quarter, reflecting the $196.9 million in securities included in the BHB acquisition and additional purchases during the quarter of $20.9 million, partially offset by paydowns on existing securities and the sale of approximately $47.3 million acquired BHB mortgage-backed securities, the proceeds of which were used to pay off wholesale funding.

The Company's total borrowings increased by $191.7 million, or 62.2%, compared to the prior quarter, reflecting the $124.8 million in borrowings included in the BHB acquisition as well as increases in the Federal Home Loan Bank overnight borrowings, partially offset by the paydown of the $50.0 million line of credit funding that was

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obtained in the first quarter to supplement the financing of the BHB acquisition, as well as a $10.3 million redemption of trust preferred securities during the quarter.

Stockholders' equity at June 30, 2019 rose to $1.6 billion, an increase of 48.1% and 67.4% when compared to March 31, 2019, and June 30, 2018, respectively, due primarily to the stock issuance associated with the BHB and MNB acquisitions. In addition, other comprehensive income increased significantly in the quarter, growing by $14.1 million as a result of the increased values associated with the Company's interest rate derivatives and available for sale securities. Book value per share increased by $8.41, or 21.4%, during the second quarter. The Company's ratio of common equity to assets of 14.10%increased by 182 basis points from the prior quarter and by 244 basis points from the same period a year ago. The Company's tangible book value per share increased significantly by $2.36, or 8.0%, to $32.00 from the prior quarter and is now 19.5%higher than the year ago period. The Company's ratio of tangible common equity to tangible assets of 9.92% at June 30, 2019 is 36 basis points higher than the prior quarter and 86 basis points above the year ago period.

NET INTEREST INCOME

Net interest income for the second quarter increased 28.5% to $106.0 million compared to $82.5 million in the prior quarter due to increased average earning assets as a result of the BHB acquisition. The net interest margin of 4.09% for the second quarter of 2019 benefited from elevated loan accretion as a result of payoff activity on the acquired portfolios during the quarter, yet decreased from the prior quarter margin of 4.14% due to the absorption of the lower margin inherent to the BHB balance sheet base.

NONINTEREST INCOME

Noninterest income of $28.6 million in the second quarter of 2019 was $7.1 million, or 33.0%, higher than the prior quarter. Most categories of noninterest income were positively impacted by the BHB acquisition. Other factors that contributed to changes in noninterest income in the second quarter compared to the prior quarter included the following:

• Deposit account and interchange and ATM fees increased by $2.0 million, or 21.9%, due primarily to the increased customer base from the BHB acquisition as well as seasonal increases in overdraft fees and debit card usage.

• Investment management income increased by $405,000, or 6.0%, due primarily to the increase in assets under administration, along with seasonal tax preparation fees during the second quarter. Assets under administration at June 30, 2019 rose by 5.8% over the prior quarter to $4.2 billion.

• Mortgage banking income grew by $2.6 million, or 323.1%, due to the combination of a significantly increased production channel following the BHB acquisition, a strong rate-driven increase in refinance demand, and typical seasonal increases in volume.

• The increase in cash surrender value of life insurance policies increased by $324,000, or 33.3%, due to policies obtained from the BHB acquisition.

• Loan level derivative income increased by $291,000, or 45.4%, as a result of increased customer demand in the quarter.

• Other noninterest income increased$1.5 million, or 44.7%. Primary drivers of the increase include gains associated with the sale of a small business credit card portfolio, as well as increases in FHLB dividend income, equity method investment income, and foreign currency exchange fees. Partly offsetting these factors were decreases in gains on equity securities.

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NONINTEREST EXPENSE

Noninterest expense of $93.0 million in the second quarter of 2019 was $36.7 million, or 65.2%, higher than the prior quarter. Most categories of noninterest expense were impacted by the BHB acquisition. Other factors that contributed to changes in noninterest expense in the second quarter compared to the prior quarter included the following:

• Salaries and employee benefits expense increased by $5.7 million, or 17.3%, due primarily to the increased workforce base following the BHB acquisition, as well as increases in incentive programs and commissions, offset by decreases in payroll taxes.

• Occupancy and equipment expense increased by $1.3 million, or 18.1%, mainly due to the acquired BHB branch network, which was partially offset by a decrease in snow removal costs.

• Merger and acquisition costs increased to $24.7 million for the second quarter, which was primarily attributable to the BHB acquisition. The majority of these costs include severance, contract termination and integration costs. The prior quarter expense of $1.0 million included $719,000 attributable to the BHB acquisition and the remainder associated with the MNB acquisition.

• Other noninterest expense increased by $5.2 million, or 39.3%, due to a $1.5 million loss on sale of securities, an increase in core deposit amortization expense of $715,000, and higher consultant fees, director fees, provision for unfunded commitments, and software maintenance fees.

The Company generated a return on average assets and a return on average common equity of 1.06% and 7.59%, respectively, in the second quarter of 2019, as compared to 1.62% and 13.10%, respectively, for the prior quarter. On an operating basis, the Company generated a return on average assets and return on average equity of 1.69% and 12.09%, respectively, during the second quarter of 2019, as compared to 1.69% and 13.65%, respectively, for the prior quarter.

ASSET QUALITY

During the second quarter of 2019, the Company recorded total net charge-offs of $180,000, or 0.01% of average loans on an annualized basis, consistent with the prior quarter. The provision for loan losses was $1.0 million for the second quarter of 2019, also consistent with the first quarter of 2019. Nonperforming loans increased to $45.3 million, at June 30, 2019 compared to prior quarter balances of $43.3 million, and now represent 0.51% of loans, inclusive of approximately $2.3 million from the BHB acquired portfolio. Total nonperforming assets increased at June 30, 2019 to $48.2 million when compared to $43.3 million in the prior period, which included $2.9 million in other real estate owned acquired from BHB. Despite these increases, total nonperforming assets at June 30, 2019 are relatively consistent with balances from the year ago period. At June 30, 2019, delinquency as a percentage of loans was 0.24%, representing a decrease of one basis point from the prior quarter.

The allowance for loan losses was $66.0 million at June 30, 2019, as compared to $65.1 million at March 31, 2019. The Company’s allowance for loan losses as a percentage of loans was 0.74% and 0.93% at June 30, 2019 and March 31, 2019, respectively. The decrease in this percentage is attributable to the treatment of loans acquired in connection with the BHB acquisition. These acquired loans are recorded at fair value, which include consideration for estimated credit losses, and without carryover of the respective portfolio's historical allowance for loan losses.

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CONFERENCE CALL INFORMATION

Christopher Oddleifson, Chief Executive Officer, Robert Cozzone, Chief Operating Officer, and Mark Ruggiero, Chief Financial Officer, will host a conference call to discuss second quarter earnings at 10:00 a.m. Eastern Time on Friday, July 19, 2019. Internet access to the call is available on the Company’s website at www.rocklandtrust.com or via telephonic access by dial-in at 1-888-336-7153 reference: INDB. A replay of the call will be available by calling 1-877-344-7529, Replay Conference Number: 10132134 and will be available through August 2, 2019. Additionally, a webcast replay will be available until July 19, 2020.

ABOUT INDEPENDENT BANK CORP.

Independent Bank Corp. is the holding company for Rockland Trust Company, a full-service commercial bank headquartered in Massachusetts. Named in 2018 to The Boston Globe’s “Top Places to Work” list for the 10^th consecutive year, Rockland Trust offers a wide range of banking, investment, and insurance services. The Bank serves businesses and individuals through over 100 retail branches, commercial and residential lending centers, and investment management offices in eastern Massachusetts, including Greater Boston, the South Shore, the Cape and Islands, as well as in Worcester County and Rhode Island. Rockland Trust also offers a full suite of mobile, online, and telephone banking services. The Company is an FDIC member and an Equal Housing Lender. To find out why Rockland Trust is the bank “Where Each Relationship Matters®”, please visit www.rocklandtrust.com.

This press release contains certain “forward-looking statements” with respect to the financial condition, results of operations and business of the Company. These statements may be identified by such forward-looking terminology as “expect,” “achieve,” “plan,” “believe,” “future,” “positioned,” “continued,” “will,” “would,” “potential,” or similar statements or variations of such terms. Actual results may differ from those contemplated by these forward-looking statements.

Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to:

• a weakening in the United States economy in general and the regional and local economies within the New England region and the Company’s market area;

• adverse changes or volatility in the local real estate market;

• adverse changes in asset quality including an unanticipated credit deterioration in our loan portfolio including those related to one or more large commercial relationships;

• acquisitions may not produce results at levels or within time frames originally anticipated and may result in unforeseen integration issues or impairment of goodwill and/or other intangibles;

• inability to raise capital on terms that are favorable;

• additional regulatory oversight and additional costs associated with the Company's increase in assets to over $10 billion;

• changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;

• higher than expected tax expense, resulting from failure to comply with general tax laws, changes in tax laws, or failure to comply with requirements of the federal New Markets Tax Credit program;

• changes in market interest rates for interest earning assets and/or interest bearing liabilities and changes related to the phase-out of LIBOR;

• increased competition in the Company’s market area;

• unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events;

• a deterioration in the conditions of the securities markets;

• a deterioration of the credit rating for U.S. long-term sovereign debt;

• inability to adapt to changes in information technology, including changes to industry accepted delivery models driven by a migration to the internet as a means of service delivery;

• electronic fraudulent activity within the financial services industry, especially in the commercial banking sector;

• adverse changes in consumer spending and savings habits;

• the inability to realize expected synergies from merger transactions in the amounts or in the timeframes anticipated;

• inability to retain customers and employees, including those acquired in the MNB and BHB acquisitions;

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• the effect of laws and regulations regarding the financial services industry including, but not limited to, the Dodd-Frank Wall Street Reform and the Consumer Protection Act and regulatory uncertainty surrounding these laws and regulations;

• changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) generally applicable to the Company’s business;

• changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters;

• cyber security attacks or intrusions that could adversely impact our businesses; and

• other unexpected material adverse changes in our operations or earnings.

The Company wishes to caution readers not to place undue reliance on any forward-looking statements as the Company’s business and its forward-looking statements involve substantial known and unknown risks and uncertainties described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (“Risk Factors”). Except as required by law, the Company disclaims any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise. Any public statements or disclosures by the Company following this release which modify or impact any of the forward-looking statements contained in this release will be deemed to modify or supersede such statements in this release. In addition to the information set forth in this press release, you should carefully consider the Risk Factors.

This press release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). This information includes operating net income and operating earnings per share ("EPS"), operating return on average assets, operating return on average common equity, tangible book value per share and the tangible common equity ratio.

Operating net income, operating EPS, operating return on average assets and operating return on average common equity exclude items that management believes are unrelated to its core banking business such as merger and acquisition expenses, and other items, if applicable.  The Company’s management uses operating earnings and related ratios and operating EPS to measure the strength of the Company’s core banking business and to identify trends that may to some extent be obscured by such items.

Management also supplements its evaluation of financial performance with analysis of tangible book value per share (which is computed by dividing stockholders' equity less goodwill and identifiable intangible assets, or "tangible common equity", by common shares outstanding), the tangible common equity ratio (which is computed by dividing tangible common equity by "tangible assets", defined as total assets less goodwill and other intangibles). The Company has included information on tangible book value per share and the tangible common equity ratio because management believes that investors may find it useful to have access to the same analytical tools used by management.  As a result of merger and acquisition activity, the Company has recognized goodwill and other intangible assets in conjunction with business combination accounting principles.  Excluding the impact of goodwill and other intangibles in measuring asset and capital values for the ratios provided, along with other bank standard capital ratios, provides a framework to compare the capital adequacy of the Company to other companies in the financial services industry.

These non-GAAP measures should not be viewed as a substitute for operating results and other financial measures determined in accordance with GAAP. An item which management deems to be noncore and excludes when computing these non-GAAP measures can be of substantial importance to the Company’s results for any particular quarter or year. The Company’s non-GAAP performance measures, including operating earnings, operating EPS, operating return on average assets, operating return on average equity, tangible book value per share and the tangible common equity ratio, are not necessarily comparable to non-GAAP performance measures which may be presented by other companies.

Contacts:

Chris Oddleifson

President and Chief Executive Officer

(781) 982-6660

6

Mark J. Ruggiero

Chief Financial Officer and

Chief Accounting Officer

(781) 982-6281

7

INDEPENDENT BANK CORP. FINANCIAL SUMMARY
CONSOLIDATED BALANCE SHEETS
(Unaudited, dollars in thousands)										% Change		% Change
	June 30 2019			March 31 2019			June 30 2018			Jun 2019 vs.		Jun 2019 vs.
										Mar 2019		Jun 2018
Assets
Cash and due from banks	$	121,001		$	106,748		$	113,930		13.35	%	6.21	%
Interest-earning deposits with banks	73,013			185,526			209,176			(60.65	)%	(65.09	)%
Securities
Trading	1,939			1,837			1,598			5.55	%	21.34	%
Equities	20,807			20,357			20,133			2.21	%	3.35	%
Available for sale	393,148			437,689			442,929			(10.18	)%	(11.24	)%
Held to maturity	797,359			623,243			538,261			27.94	%	48.14	%
Total securities	1,213,253			1,083,126			1,002,921			12.01	%	20.97	%
Loans held for sale	123,557			5,586			9,614			2,111.90	%	1,185.18	%
Loans
Commercial and industrial	1,400,924			1,150,632			976,264			21.75	%	43.50	%
Commercial real estate	4,058,066			3,254,085			3,131,337			24.71	%	29.60	%
Commercial construction	491,598			373,517			364,225			31.61	%	34.97	%
Small business	173,927			166,410			147,137			4.52	%	18.21	%
Total commercial	6,124,515			4,944,644			4,618,963			23.86	%	32.60	%
Residential real estate	1,655,182			935,238			779,421			76.98	%	112.36	%
Home equity - first position	656,515			642,451			646,626			2.19	%	1.53	%
Home equity - subordinate positions	487,984			438,290			422,671			11.34	%	15.45	%
Total consumer real estate	2,799,681			2,015,979			1,848,718			38.87	%	51.44	%
Other consumer	26,591			16,249			11,590			63.65	%	129.43	%
Total loans	8,950,787			6,976,872			6,479,271			28.29	%	38.14	%
Less: allowance for loan losses	(65,960		)	(65,140		)	(62,557		)	1.26	%	5.44	%
Net loans	8,884,827			6,911,732			6,416,714			28.55	%	38.46	%
Federal Home Loan Bank stock	26,085			7,667			13,107			240.22	%	99.02	%
Bank premises and equipment, net	123,374			98,843			95,838			24.82	%	28.73	%
Goodwill	504,562			256,105			231,806			97.01	%	117.67	%
Other intangible assets	33,334			14,339			7,918			132.47	%	320.99	%
Cash surrender value of life insurance policies	197,292			161,521			153,574			22.15	%	28.47	%
Other real estate owned and other foreclosed assets	2,889			—			245			100.00%		1,079.18	%
Other assets	300,012			166,264			126,159			80.44	%	137.80	%
Total assets	$	11,603,199		$	8,997,457		$	8,381,002		28.96	%	38.45	%
Liabilities and Stockholders' Equity
Deposits
Demand deposits	$	2,738,420		$	2,329,566		$	2,262,871		17.55	%	21.02	%
Savings and interest checking accounts	3,196,639			2,914,367			2,739,228			9.69	%	16.70	%
Money market	1,927,797			1,496,118			1,351,623			28.85	%	42.63	%
Time certificates of deposit	1,445,059			723,551			659,768			99.72	%	119.03	%
Total deposits	9,307,915			7,463,602			7,013,490			24.71	%	32.71	%
Borrowings
Federal Home Loan Bank borrowings	277,671			25,752			50,775			978.25	%	446.87	%
Customer repurchase agreements	—			—			142,235			n/a		(100.00	)%
Line of credit, net	—			49,993			—			(100.00	)%	n/a
Long-term borrowings, net	74,879			74,914			—			(0.05	)%	100.00%
Junior subordinated debentures, net	62,847			73,082			73,077			(14.00	)%	(14.00	)%
Subordinated debentures, net	84,305			84,299			34,705			0.01	%	142.92	%
Total borrowings	499,702			308,040			300,792			62.22	%	66.13	%

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Total deposits and borrowings	9,807,617		7,771,642		7,314,282			26.20	%	34.09	%
Other liabilities	159,579		121,277		89,655			31.58	%	77.99	%
Total liabilities	9,967,196		7,892,919		7,403,937			26.28	%	34.62	%
Stockholders' equity
Common stock	342		280		274			22.14	%	24.82	%
Additional paid in capital	1,029,594		527,795		481,979			95.07	%	113.62	%
Retained earnings	585,111		569,582		504,926			2.73	%	15.88	%
Accumulated other comprehensive income (loss), net of tax	20,956		6,881		(10,114		)	204.55	%	(307.20	)%
Total stockholders' equity	1,636,003		1,104,538		977,065			48.12	%	67.44	%
Total liabilities and stockholders' equity	$	11,603,199	$	8,997,457	$	8,381,002		28.96	%	38.45	%

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, dollars in thousands, except per share data)
	Three Months Ended
							% Change		% Change
	June 30 2019		March 31 2019		June 30 2018		Jun 2019 vs.		Jun 2019 vs.
							Mar 2019		Jun 2018
Interest income
Interest on federal funds sold and short-term investments	$	647	$	426	$	541	51.88	%	19.59	%
Interest and dividends on securities	8,534		7,478		6,514		14.12	%	31.01	%
Interest and fees on loans	112,923		83,608		72,082		35.06	%	56.66	%
Interest on loans held for sale	40		31		30		29.03	%	33.33	%
Total interest income	122,144		91,543		79,167		33.43	%	54.29	%
Interest expense
Interest on deposits	11,178		7,028		4,587		59.05	%	143.69	%
Interest on borrowings	4,947		1,990		1,412		148.59	%	250.35	%
Total interest expense	16,125		9,018		5,999		78.81	%	168.79	%
Net interest income	106,019		82,525		73,168		28.47	%	44.90	%
Provision for loan losses	1,000		1,000		2,000		—	%	(50.00	)%
Net interest income after provision for loan losses	105,019		81,525		71,168		28.82	%	47.56	%
Noninterest income
Deposit account fees	5,080		4,406		4,551		15.30	%	11.62	%
Interchange and ATM fees	5,794		4,516		4,769		28.30	%	21.49	%
Investment management	7,153		6,748		6,822		6.00	%	4.85	%
Mortgage banking income	3,410		806		1,038		323.08	%	228.52	%
Increase in cash surrender value of life insurance policies	1,296		972		998		33.33	%	29.86	%
Loan level derivative income	932		641		708		45.40	%	31.64	%
Other noninterest income	4,983		3,444		3,001		44.69	%	66.04	%
Total noninterest income	28,648		21,533		21,887		33.04	%	30.89	%
Noninterest expenses
Salaries and employee benefits	38,852		33,117		30,288		17.32	%	28.28	%
Occupancy and equipment expenses	8,424		7,130		6,497		18.15	%	29.66	%
Data processing and facilities management	2,042		1,326		1,264		54.00	%	61.55	%
FDIC assessment	778		616		691		26.30	%	12.59	%
Merger and acquisition expense	24,696		1,032		434		2,293.02	%	5,590.32	%
Other noninterest expenses	18,240		13,090		13,514		39.34	%	34.97	%
Total noninterest expenses	93,032		56,311		52,688		65.21	%	76.57	%
Income before income taxes	40,635		46,747		40,367		(13.07	)%	0.66	%
Provision for income taxes	10,007		11,522		9,249		(13.15	)%	8.20	%
Net Income	$	30,628	$	35,225	$	31,118	(13.05	)%	(1.57	)%
Weighted average common shares (basic)	34,313,492		28,106,184		27,526,653

9

Common share equivalents	41,878			54,466			54,525
Weighted average common shares (diluted)	34,355,370			28,160,650			27,581,178
Basic earnings per share	$	0.89		$	1.25		$	1.13		(28.80	)%	(21.24	)%
Diluted earnings per share	$	0.89		$	1.25		$	1.13		(28.80	)%	(21.24	)%
Reconciliation of Net Income (GAAP) to Operating Net Income (Non-GAAP):
Net income	$	30,628		$	35,225		$	31,118
Noninterest expense components
Add - merger and acquisition expenses	24,696			1,032			434
Noncore items, gross	24,696			1,032			434
Less - net tax benefit associated with noncore items (1)	(6,560		)	(198		)	(122		)
Add - adjustment for tax effect of previously incurred merger and acquisition expenses	—			650			—
Total tax impact	(6,560		)	452			(122		)
Noncore items, net of tax	18,136			1,484			312
Operating net income	$	48,764		$	36,709		$	31,430		32.84	%	55.15	%
Diluted earnings per share, on an operating basis	$	1.42		$	1.30		$	1.14		9.23	%	24.56	%
(1) The net tax benefit associated with noncore items is determined by assessing whether each noncore item is included or excluded from net taxable income and applying the Company's combined marginal tax rate to only those items included in net taxable income.
Performance ratios
Net interest margin (FTE)	4.09		%	4.14		%	3.89		%
Return on average assets GAAP (calculated by dividing net income by average assets)	1.06		%	1.62		%	1.52		%
Return on average assets on an operating basis (calculated by dividing net operating earnings by average assets)	1.69		%	1.69		%	1.53		%
Return on average common equity GAAP (calculated by dividing net income by average common equity)	7.59		%	13.10		%	12.85		%
Return on average common equity on an operating basis (calculated by dividing net operating earnings by average common equity)	12.09		%	13.65		%	12.98		%

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, dollars in thousands, except per share data)
	Six Months Ended
					% Change
	June 30 2019		June 30 2018		Jun 2019 vs.
					Jun 2018
Interest income
Interest on federal funds sold and short-term investments	$	1,073	$	852	25.94	%
Interest and dividends on securities	16,012		12,749		25.59	%
Interest and fees on loans	196,531		139,266		41.12	%
Interest on loans held for sale	71		49		44.90	%
Total interest income	213,687		152,916		39.74	%
Interest expense
Interest on deposits	18,206		8,522		113.64	%
Interest on borrowings	6,937		2,755		151.80	%
Total interest expense	25,143		11,277		122.96	%
Net interest income	188,544		141,639		33.12	%
Provision for loan losses	2,000		2,500		(20.00	)%
Net interest income after provision for loan losses	186,544		139,139		34.07	%
Noninterest income
Deposit account fees	9,486		8,982		5.61	%
Interchange and ATM fees	10,310		8,942		15.30	%

10

Investment management	13,901			12,964			7.23	%
Mortgage banking income	4,216			1,908			120.96	%
Increase in cash surrender value of life insurance policies	2,268			1,945			16.61	%
Loan level derivative income	1,573			1,155			36.19	%
Other noninterest income	8,427			5,854			43.95	%
Total noninterest income	50,181			41,750			20.19	%
Noninterest expenses
Salaries and employee benefits	71,969			61,388			17.24	%
Occupancy and equipment expenses	15,554			13,905			11.86	%
Data processing and facilities management	3,368			2,550			32.08	%
FDIC assessment	1,394			1,489			(6.38	)%
Merger and acquisition expense	25,728			434			5,828.11	%
Other noninterest expenses	31,330			26,373			18.80	%
Total noninterest expenses	149,343			106,139			40.71	%
Income before income taxes	87,382			74,750			16.90	%
Provision for income taxes	21,529			16,077			33.91	%
Net Income	$	65,853		$	58,673		12.24	%
Weighted average common shares (basic)	31,226,985			27,506,724
Common share equivalents	48,381			61,480
Weighted average common shares (diluted)	31,275,366			27,568,204
Basic earnings per share	$	2.11		$	2.13		(0.94	)%
Diluted earnings per share	$	2.11		$	2.13		(0.94	)%
Reconciliation of Net Income (GAAP) to Operating Net Income (Non-GAAP):
Net Income	$	65,853		$	58,673
Noninterest expense components
Add - merger and acquisition expenses	25,728			434
Noncore items, gross	25,728			434
Less - net tax benefit associated with noncore items (1)	(6,758		)	(122		)
Add - adjustment for tax effect of previously incurred merger and acquisition expenses	650			—
Total tax impact	(6,108		)	(122		)
Noncore items, net of tax	$	19,620		$	312
Operating net income	$	85,473		$	58,985		44.91	%
Diluted earnings per share, on an operating basis	$	2.73		$	2.14		27.57	%
(1) The net tax benefit associated with noncore items is determined by assessing whether each noncore item is included or excluded from net taxable income and applying the Company's combined marginal tax rate to only those items included in net taxable income.
Performance ratios
Net interest margin (FTE)	4.12		%	3.83		%
Return on average assets GAAP (calculated by dividing net income by average assets)	1.30		%	1.46		%
Return on average assets on an operating basis (calculated by dividing net operating earnings by average assets)	1.69		%	1.46		%
Return on average common equity GAAP (calculated by dividing net income by average common equity)	9.80		%	12.30		%
Return on average common equity on an operating basis (calculated by dividing net operating earnings by average common equity)	12.72		%	12.36		%

11

ASSET QUALITY
(Unaudited, dollars in thousands)	Nonperforming Assets At
	June 30 2019			March 31 2019			June 30 2018
Nonperforming loans
Commercial & industrial loans	$	24,895		$	25,879		$	30,095
Commercial real estate loans	833			1,539			3,110
Small business loans	168			180			384
Residential real estate loans	11,762			8,517			7,612
Home equity	7,514			7,202			5,861
Other consumer	122			14			50
Total nonperforming loans	45,294			43,331			47,112
Other real estate owned	2,889			—			245
Total nonperforming assets	$	48,183		$	43,331		$	47,357
Nonperforming loans/gross loans	0.51		%	0.62		%	0.73		%
Nonperforming assets/total assets	0.42		%	0.48		%	0.57		%
Allowance for loan losses/nonperforming loans	145.63		%	150.33		%	132.78		%
Allowance for loan losses/total loans	0.74		%	0.93		%	0.97		%
Delinquent loans/total loans	0.24		%	0.25		%	0.89		%
	Nonperforming Assets Reconciliation for the Three Months Ended
	June 30 2019			March 31 2019			June 30 2018
Nonperforming assets beginning balance	$	43,331		$	45,418		$	48,071
New to nonperforming	4,801			1,857			3,642
Acquired loans	2,317			—			—
Loans charged-off	(472		)	(559		)	(568		)
Loans paid-off	(3,289		)	(3,171		)	(2,209		)
Loans restored to performing status	(1,266		)	(232		)	(1,490		)
Acquired other real estate owned	2,818			—			—
Other	(57		)	18			(89		)
Nonperforming assets ending balance	$	48,183		$	43,331		$	47,357

12

	Net Charge-Offs (Recoveries)
	Three Months Ended									Six Months Ended
	June 30 2019			March 31 2019			June 30 2018			June 30 2019			June 30 2018
Net charge-offs (recoveries)
Commercial and industrial loans	$	—		$	(124	)	$	(55	)	$	(124	)	$	66
Commercial real estate loans	(13		)	(33		)	(18		)	(46		)	(38		)
Small business loans	29			118			92			147			107
Residential real estate loans	—			(1		)	108			(1		)	145
Home equity	53			47			72			100			117
Other consumer	111			146			106			257			189
Total net charge-offs	$	180		$	153		$	305		$	333		$	586
Net charge-offs to average loans (annualized)	0.01		%	0.01		%	0.02		%	0.01		%	0.02		%

	Troubled Debt Restructurings At
	June 30 2019			March 31 2019			June 30 2018
Troubled debt restructurings on accrual status	$	22,423		$	23,053		$	25,528
Troubled debt restructurings on nonaccrual status	27,841			28,908			4,095
Total troubled debt restructurings	$	50,264		$	51,961		$	29,623
BALANCE SHEET AND CAPITAL RATIOS
	June 30 2019			March 31 2019			June 30 2018
Gross loans/total deposits	96.16		%	93.48		%	92.38		%
Common equity tier 1 capital ratio (1)	12.24		%	12.09		%	11.64		%
Tier one leverage capital ratio (1)	10.45		%	10.64		%	10.39		%
Common equity to assets ratio GAAP	14.10		%	12.28		%	11.66		%
Tangible common equity to tangible assets ratio (2)	9.92		%	9.56		%	9.06		%
Book value per share GAAP	$	47.67		$	39.26		$	35.49
Tangible book value per share (2)	$	32.00		$	29.64		$	26.78

(1) Estimated number for June 30, 2019.

(2) See Appendix A for detailed reconciliation from GAAP to Non-GAAP ratios.

13

INDEPENDENT BANK CORP. SUPPLEMENTAL FINANCIAL INFORMATION
(Unaudited, dollars in thousands)	Three Months Ended
	June 30, 2019						March 31, 2019						June 30, 2018
			Interest						Interest						Interest
	Average		Earned/		Yield/		Average		Earned/		Yield/		Average		Earned/		Yield/
	Balance		Paid (1)		Rate		Balance		Paid (1)		Rate		Balance		Paid (1)		Rate
Interest-earning assets
Interest-earning deposits with banks, federal funds sold, and short term investments	$	104,157	$	647	2.49	%	$	68,994	$	426	2.50	%	$	122,116	$	541	1.78	%
Securities
Securities - trading	1,894		—		—	%	1,616		—		—	%	1,599		—		—	%
Securities - taxable investments	1,240,509		8,521		2.76	%	1,084,747		7,465		2.79	%	993,222		6,498		2.62	%
Securities - nontaxable investments (1)	1,739		17		3.92	%	1,738		17		3.97	%	2,204		20		3.64	%
Total securities	$	1,244,142	$	8,538	2.75	%	$	1,088,101	$	7,482	2.79	%	$	997,025	$	6,518	2.62	%
Loans held for sale	15,710		40		1.02	%	3,445		31		3.65	%	4,719		30		2.55	%
Loans
Commercial and industrial (1)	1,405,693		20,960		5.98	%	1,113,819		14,440		5.26	%	943,110		11,116		4.73	%
Commercial real estate (1)	4,091,335		50,860		4.99	%	3,240,346		39,230		4.91	%	3,092,771		35,175		4.56	%
Commercial construction	460,921		7,265		6.32	%	386,736		5,617		5.89	%	416,830		5,256		5.06	%
Small business	166,440		2,610		6.29	%	165,374		2,484		6.09	%	138,758		2,008		5.80	%
Total commercial	6,124,389		81,695		5.35	%	4,906,275		61,771		5.11	%	4,591,469		53,555		4.68	%
Residential real estate	1,746,723		17,475		4.01	%	926,945		9,547		4.18	%	769,441		7,661		3.99	%
Home equity	1,146,066		13,313		4.66	%	1,086,620		12,175		4.54	%	1,061,082		10,830		4.09	%
Total consumer real estate	2,892,789		30,788		4.27	%	2,013,565		21,722		4.38	%	1,830,523		18,491		4.05	%
Other consumer	29,413		683		9.31	%	16,087		313		7.89	%	10,295		211		8.22	%
Total loans	$	9,046,591	$	113,166	5.02	%	$	6,935,927	$	83,806	4.90	%	$	6,432,287	$	72,257	4.51	%
Total interest-earning assets	$	10,410,600	$	122,391	4.72	%	$	8,096,467	$	91,745	4.60	%	$	7,556,147	$	79,346	4.21	%
Cash and due from banks	125,507						105,194						100,952
Federal Home Loan Bank stock	22,161						11,697						13,399
Other assets	1,041,346						617,259						545,994
Total assets	$	11,599,614					$	8,830,617					$	8,216,492
Interest-bearing liabilities
Deposits
Savings and interest checking accounts	$	3,205,512	$	2,175	0.27	%	$	2,891,613	$	1,954	0.27	%	$	2,664,148	$	1,293	0.19	%
Money market	1,975,900		4,440		0.90	%	1,464,151		2,719		0.75	%	1,360,216		1,667		0.49	%
Time deposits	1,375,726		4,563		1.33	%	717,081		2,355		1.33	%	653,373		1,627		1.00	%
Total interest-bearing deposits	$	6,557,138	$	11,178	0.68	%	$	5,072,845	$	7,028	0.56	%	$	4,677,737	$	4,587	0.39	%
Borrowings
Federal Home Loan Bank borrowings	372,260		2,373		2.56	%	112,898		710		2.55	%	62,600		295		1.89	%
Customer repurchase agreements	—		—		—	%	—		—		—	%	143,259		64		0.18	%
Line of Credit	8,636		83		3.85	%	2,221		21		3.83	%	—		—		—	%
Long-term borrowings	74,932		745		3.99	%	3,331		32		3.90	%	—		—		—	%
Junior subordinated debentures	71,508		701		3.93	%	73,287		684		3.79	%	73,076		625		3.43	%
Subordinated debentures	84,294		1,045		4.97	%	44,678		543		4.93	%	34,699		428		4.95	%
Total borrowings	$	611,630	$	4,947	3.24	%	$	236,415	$	1,990	3.41	%	$	313,634	$	1,412	1.81	%
Total interest-bearing liabilities	$	7,168,768	$	16,125	0.90	%	$	5,309,260	$	9,018	0.69	%	$	4,991,371	$	5,999	0.48	%
Demand deposits	2,641,470						2,317,209						2,174,571
Other liabilities	171,703						113,688						79,266
Total liabilities	$	9,981,941					$	7,740,157					$	7,245,208
Stockholders' equity	1,617,673						1,090,460						971,284

14

Total liabilities and stockholders' equity	$	11,599,614					$	8,830,617					$	8,216,492
Net interest income			$	106,266					$	82,727					$	73,347
Interest rate spread (2)					3.82	%					3.91	%					3.73	%
Net interest margin (3)					4.09	%					4.14	%					3.89	%
Supplemental Information
Total deposits, including demand deposits	$	9,198,608	$	11,178			$	7,390,054	$	7,028			$	6,852,308	$	4,587
Cost of total deposits					0.49	%					0.39	%					0.27	%
Total funding liabilities, including demand deposits	$	9,810,238	$	16,125			$	7,626,469	$	9,018			$	7,165,942	$	5,999
Cost of total funding liabilities					0.66	%					0.48	%					0.34	%

(1) The total amount of adjustment to present interest income and yield on a fully tax-equivalent basis is $247,000, $202,000, and $179,000 for the three months ended June 30, 2019, March 31, 2019, and June 30, 2018, respectively, determined by applying the Company's marginal tax rates in effect during each respective quarter.

(2) Interest rate spread represents the difference between weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3) Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

15

	Six Months Ended
	June 30, 2019						June 30, 2018
			Interest						Interest
	Average		Earned/		Yield/		Average		Earned/		Yield/
	Balance		Paid		Rate		Balance		Paid		Rate
Interest-earning assets
Interest earning deposits with banks, federal funds sold, and short term investments	$	86,673	$	1,073	2.50	%	$	102,136	$	852	1.68	%
Securities
Securities - trading	1,756		—		—	%	1,517		—		—	%
Securities - taxable investments	1,163,058		15,986		2.77	%	980,293		12,717		2.62	%
Securities - nontaxable investments (1)	1,738		34		3.94	%	2,233		40		3.61	%
Total securities	$	1,166,552	$	16,020	2.77	%	$	984,043	$	12,757	2.61	%
Loans held for sale	9,611		71		1.49	%	3,741		49		2.64	%
Loans
Commercial and industrial (1)	1,260,562		35,400		5.66	%	911,399		20,731		4.59	%
Commercial real estate (1)	3,668,191		90,090		4.95	%	3,100,063		68,464		4.45	%
Commercial construction	424,034		12,882		6.13	%	407,328		9,927		4.91	%
Small business	165,910		5,094		6.19	%	135,460		3,870		5.76	%
Total commercial	5,518,697		143,466		5.24	%	4,554,250		102,992		4.56	%
Residential real estate	1,339,099		27,022		4.07	%	762,755		15,162		4.01	%
Home equity	1,116,507		25,488		4.60	%	1,056,080		21,035		4.02	%
Total consumer real estate	2,455,606		52,510		4.31	%	1,818,835		36,197		4.01	%
Other consumer	22,787		996		8.81	%	10,476		425		8.18	%
Total loans	$	7,997,090	$	196,972	4.97	%	$	6,383,561	$	139,614	4.41	%
Total interest-earning assets	$	9,259,926	$	214,136	4.66	%	$	7,473,481	$	153,272	4.14	%
Cash and due from banks	115,407						99,288
Federal Home Loan Bank stock	16,958						13,209
Other assets	830,474						545,756
Total assets	$	10,222,765					$	8,131,734
Interest-bearing liabilities
Deposits
Savings and interest checking accounts	$	3,049,430	$	4,129	0.27	%	$	2,613,945	$	2,386	0.18	%
Money market	1,721,439		7,159		0.84	%	1,349,301		3,031		0.45	%
Time deposits	1,048,223		6,918		1.33	%	649,970		3,105		0.96	%
Total interest-bearing deposits	$	5,819,092	$	18,206	0.63	%	$	4,613,216	$	8,522	0.37	%
Borrowings
Federal Home Loan Bank borrowings	243,296		3,083		2.56	%	67,792		555		1.65	%
Customer repurchase agreements	—		—		—	%	149,479		130		0.18	%
Line of Credit	5,446		104		3.85	%	—		—		—	%
Long-term borrowings	39,329		777		3.98	%	—		—		—	%
Junior subordinated debentures	72,393		1,385		3.86	%	73,075		1,215		3.35	%
Subordinated debentures	64,595		1,588		4.96	%	34,693		855		4.97	%
Total borrowings	$	425,059	$	6,937	3.29	%	$	325,039	$	2,755	1.71	%
Total interest-bearing liabilities	$	6,244,151	$	25,143	0.81	%	$	4,938,255	$	11,277	0.46	%
Demand deposits	2,480,235						2,152,168

16

Other liabilities	142,856						79,196
Total liabilities	$	8,867,242					$	7,169,619
Stockholders' equity	1,355,523						962,115
Total liabilities and stockholders' equity	$	10,222,765					$	8,131,734
Net interest income			$	188,993					$	141,995
Interest rate spread (2)					3.85	%					3.68	%
Net interest margin (3)					4.12	%					3.83	%
Supplemental Information
Total deposits, including demand deposits	$	8,299,327	$	18,206			$	6,765,384	$	8,522
Cost of total deposits					0.44	%					0.25	%
Total funding liabilities, including demand deposits	$	8,724,386	$	25,143			$	7,090,423	$	11,277
Cost of total funding liabilities					0.58	%					0.32	%

(1) The total amount of adjustment to present interest income and yield on a fully tax-equivalent basis is $449,000 and $356,000 for the six months ended June 30, 2019 and 2018, respectively.

(2) Interest rate spread represents the difference between weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3) Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.

Organic Loan and Deposit Growth
(Unaudited, dollars in thousands)
	Linked quarter
	June 30 2019		March 31 2019		BHB Balance Acquired		Reclass to LHFS (1)		Organic Growth/(Decline)			Organic Growth/(Decline)%
Loans
Commercial and industrial	$	1,400,924	$	1,150,632	$	259,592	$	—	$	(9,300	)	(0.81	)%
Commercial real estate	4,058,066		3,254,085		838,018		—		(34,037		)	(1.05	)%
Commercial construction	491,598		373,517		78,609		—		39,472			10.57	%
Small business	173,927		166,410		13,851		—		(6,334		)	(3.81	)%
Total commercial	6,124,515		4,944,644		1,190,070		—		(10,199		)	(0.21	)%
Residential real estate	1,655,182		935,238		807,154		85,986		(1,224		)	(0.13	)%
Home equity	1,144,499		1,080,741		64,299		—		(541		)	(0.05	)%
Total consumer real estate	2,799,681		2,015,979		871,453		85,986		(1,765		)	(0.09	)%
Total other consumer	26,591		16,249		12,191		—		(1,849		)	(11.38	)%
Total loans	$	8,950,787	$	6,976,872	$	2,073,714	$	85,986	$	(13,813	)	(0.20	)%
Deposits
Demand deposits	$	2,738,420	$	2,329,566	$	301,276	$	—	$	107,578		4.62	%
Savings and interest checking accounts	3,196,639		2,914,367		351,554		—		(69,282		)	(2.38	)%
Money market	1,927,797		1,496,118		543,842		—		(112,163		)	(7.50	)%
Time certificates of deposit	1,445,059		723,551		733,764		—		(12,256		)	(1.69	)%
Total deposits	$	9,307,915	$	7,463,602	$	1,930,436	$	—	$	(86,123	)	(1.15	)%

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	Year-over-Year
	June 30 2019		June 30 2018		MNB Balances Acquired		BHB Balances Acquired		Reclass to LHFS (1)		Organic Growth/(Decline)			Organic Growth/(Decline)%
Loans
Commercial and industrial	$	1,400,924	$	976,264	$	44,929	$	259,592	$	—	$	120,139		12.31	%
Commercial real estate	4,058,066		3,131,337		112,922		838,018		—		(24,211		)	(0.77	)%
Commercial construction	491,598		364,225		16,497		78,609		—		32,267			8.86	%
Small business	173,927		147,137		12,589		13,851		—		350			0.24	%
Total commercial	6,124,515		4,618,963		186,937		1,190,070		—		128,545			2.78	%
Residential real estate	1,655,182		779,421		95,705		807,154		85,986		58,888			7.56	%
Home equity	1,144,499		1,069,297		7,692		64,299		—		3,211			0.30	%
Total consumer real estate	2,799,681		1,848,718		103,397		871,453		85,986		62,099			3.36	%
Total other consumer	26,591		11,590		3,164		12,191		—		(354		)	(3.05	)%
Total loans	$	8,950,787	$	6,479,271	$	293,498	$	2,073,714	$	85,986	$	190,290		2.94	%
Deposits
Demand deposits	$	2,738,420	$	2,262,871	$	77,786	$	301,276	$	—	$	96,487		4.26	%
Savings and interest checking accounts	3,196,639		2,739,228		58,441		351,554		—		47,416			1.73	%
Money market	1,927,797		1,351,623		73,645		543,842		—		(41,313		)	(3.06	)%
Time certificates of deposit	1,445,059		659,768		68,332		733,764		—		(16,805		)	(2.55	)%
Total deposits	$	9,307,915	$	7,013,490	$	278,204	$	1,930,436	$	—	$	85,785		1.22	%

(1) At June 30, 2019 the Company transferred $86.0 million of residential loans as held for sale, primarily comprised of acquired BHB loans. The table above adjusts for the amounts transferred to arrive at the organic growth/(decline) prior to the transfer.

Certain amounts in prior year financial statements have been reclassified to conform to the current year's presentation.

18

APPENDIX A

(Unaudited, dollars in thousands, except per share data)

The following table summarizes the calculation of the Company's tangible common equity ratio and tangible book value per share at the dates indicated:

	June 30 2019			March 31 2019			June 30 2018
Tangible common equity
Stockholders' equity (GAAP)	$	1,636,003		$	1,104,538		$	977,065		(a)
Less: Goodwill and other intangibles	537,896			270,444			239,724
Tangible common equity	$	1,098,107		$	834,094		$	737,341		(b)
Tangible assets
Assets (GAAP)	$	11,603,198		$	8,997,457		$	8,381,002		(c)
Less: Goodwill and other intangibles	537,896			270,444			239,724
Tangible assets	$	11,065,302		$	8,727,013		$	8,141,278		(d)
Common Shares	34,321,061			28,137,504			27,532,524			(e)
Common equity to assets ratio (GAAP)	14.10		%	12.28		%	11.66		%	(a/c)
Tangible common equity to tangible assets ratio (Non-GAAP)	9.92		%	9.56		%	9.06		%	(b/d)
Book value per share (GAAP)	$	47.67		$	39.26		$	35.49		(a/e)
Tangible book value per share (Non-GAAP)	$	32.00		$	29.64		$	26.78		(b/e)

19

APPENDIX B

(Unaudited, dollars in thousands)

The following table summarizes the impact of noncore items on the Company's calculation of noninterest income and noninterest expense, as well as the impact of noncore items on noninterest income as a percentage of total revenue and the efficiency ratio for the periods indicated:

	Three Months Ended									Six Months Ended
	June 30 2019			March 31 2019			June 30 2018			June 30, 2019			June 30, 2018
Net interest income (GAAP)	$	106,019		$	82,525		$	73,168		$	188,544		$	141,639		(a)
Noninterest income (GAAP)	$	28,648		$	21,533		$	21,887		$	50,181		$	41,750		(b)
Noninterest income on an operating basis (Non-GAAP)	$	28,648		$	21,533		$	21,887		$	50,181		$	41,750		(c)
Noninterest expense (GAAP)	$	93,032		$	56,311		$	52,688		$	149,343		$	106,139		(d)
Less:
Merger and acquisition expense	24,696			1,032			434			25,728			434
Noninterest expense on an operating basis (Non-GAAP)	$	68,336		$	55,279		$	52,254		$	123,615		$	105,705		(e)
Total revenue (GAAP)	$	134,667		$	104,058		$	95,055		$	238,725		$	183,389		(a+b)
Total operating revenue (Non-GAAP)	$	134,667		$	104,058		$	95,055		$	238,725		$	183,389		(a+c)
Ratios
Noninterest income as a % of total revenue (GAAP based)	21.27		%	20.69		%	23.03		%	21.02		%	22.77		%	(b/(a+b))
Noninterest income as a % of total revenue on an operating basis (Non-GAAP)	21.27		%	20.69		%	23.03		%	21.02		%	22.77		%	(c/(a+c))
Efficiency ratio (GAAP based)	69.08		%	54.12		%	55.43		%	62.56		%	57.88		%	(d/(a+b))
Efficiency ratio on an operating basis (Non-GAAP)	50.74		%	53.12		%	54.97		%	51.78		%	57.64		%	(e/(a+c))

20