Independent Bank Corp. Reports Second Quarter Net Income of $30.6 Million

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

ROCKLAND, Mass.–(BUSINESS WIRE)–Independent Bank Corp. (Nasdaq Global Select Market: INDB), parent of Rockland Trust Company, today announced 2019 second 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:

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, 2019 increased 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 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.

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.

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;
• 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

Mark J. Ruggiero

Chief Financial Officer and

Chief Accounting Officer

(781) 982-6281

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