Independent Bank (INDB) 8-K/A Financial Statements and Exhibits

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On November 12, 2021, Independent Bank Corp. (“Independent”) completed acquisition of Meridian Bancorp, Inc. (“Meridian”) pursuant to an Agreement and Plan of Merger, dated as of April 22, 2021, by and among Independent, Rockland Trust Company (“Rockland Trust”), Bradford Merger Sub Inc. (“Merger Sub”), Meridian and East Boston Savings Bank (“East Boston”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, (i) Merger Sub merged with and into Meridian, with Meridian continuing as the surviving entity (the “Merger”), (ii) immediately after the Merger, Meridian merged with and into Independent, with Independent continuing as the surviving entity (the “HoldCo Merger”) and (iii) immediately following the HoldCo Merger, East Boston merged with and into Rockland Trust, with Rockland Trust continuing as the surviving entity (the “Bank Merger” and, together with the Merger and the HoldCo Merger, the “Transaction”). Each share of Meridian common stock outstanding was converted into the right to receive 0.275 shares of Independent’s common stock. Total merger consideration payable to equityholders consisted of approximately 14,299,720 shares of Independent common stock and an aggregate of $12.1 million in cash, which included approximately $12.0 million in cash paid for stock option cancellations and $71,000 cash in lieu to fractional shares. The transaction is accounted for as an acquisition and accordingly, Meridian assets and liabilities are recorded by Independent at their fair market value as of November 12, 2021.

The following unaudited pro forma condensed combined financial information and notes present how the combined financial statements of Independent and Meridian 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, Meridian 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 September 30, 2021 assumes the Merger was completed on that date. The unaudited condensed combined statement of income for the period ending December 31, 2020 assumes the Merger was completed on January 1, 2020 and the unaudited combined statement of income for the period ending September 30, 2021 assumes the Merger was completed on January 1, 2021.

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 2020 Annual Report on Form 10-K and the financial statements and related notes of Meridian, 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 Meridian, the costs to integrate the operations of Independent and Meridian or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

Independent and Meridian

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet

As of September 30, 2021

											Unaudited
	Independent			Meridian			Adjustments			(1) (2)	Pro Forma
	(Dollars in thousands)
Cash and short term investments	$	2,007,831		$	1,052,553		$	(12,048	)	(3)	$	3,048,336
Securities		2,318,757			9,180			—				2,327,937
Loans, net of deferred fees and costs		8,808,013			4,911,100			674		(4)		13,719,787
Allowance for credit losses		(92,246	)		(60,849	)		(6,397	)	(5)		(159,492	)
Bank premises and equipment		123,528			63,321			19,927		(6)		206,776
Goodwill		506,206			20,378			469,273		(7)		995,857
Identifiable intangible assets		19,055			1,341			12,099		(8)		32,495
Other assets		842,167			131,350			290		(9)		973,807
Total assets	$	14,533,311		$	6,128,374		$	483,818			$	21,145,503
Deposits	$	12,260,140		$	4,693,179		$	1,517		(10)	$	16,954,836
Borrowings		157,045			560,625			15,463		(11)		733,133
Other liabilities		360,172			60,872			634		(12)		421,678
Stockholders’ equity		1,755,954			813,698			466,204		(13)		3,035,856
Total liabilities and stockholders’ equity	$	14,533,311		$	6,128,374		$	483,818			$	21,145,503
Common shares		33,043,812			52,711,409			(38,215,772	)	(14)		47,539,449

Independent and Meridian

Unaudited Pro Forma Condensed Combined Consolidated Income Statement

Nine Months Ended September 30, 2021

	Independent			Meridian			Adjustments			(1) (2)	Unaudited Pro Forma
	(Dollars in Thousands, Except Per Share Data)
INTEREST INCOME
Interest on Fed Funds Sold and Short Term Investments	$	1,654		$	1,286		$	—			$	2,940
Interest and Dividends on Securities		21,617			437			—				22,054
Interest on Loans		266,084			164,044			101		(15)		430,229
Total Interest Income		289,355			165,767			101				455,223
INTEREST EXPENSE
Interest on Deposits		6,361			13,019			(1,559	)	(16)		17,821
Interest on Borrowed Funds		3,965			10,535			3,866		(17)		18,366
Total Interest Expense		10,326			23,554			2,307				36,187
Net Interest Income		279,029			142,213			(2,206	)			419,036
Less—Provision (credit) for Loan Losses		(17,500	)		(4,270	)		50,687				28,917
Net Interest Income after Provision for Loan Losses		296,529			146,483			(52,893	)			390,119
NONINTEREST INCOME
Deposit account fees		11,704			7,214			—				18,918
Interchange and ATM Fees		9,229			—			—				9,229
Investment Management		26,350			—			—				26,350
Mortgage Banking Income		11,270			845			—				12,115
Increase in Cash Surrender Value of Life Insurance Policies		4,508			—			—				4,508
Other Noninterest Income		13,609			2,985			—				16,594
Total Noninterest Income		76,670			11,044			—				87,714
NONINTEREST EXPENSE
Salaries and Employee Benefits		124,759			43,396			—				168,155
Occupancy and Equipment Expenses		26,543			11,775			383		(19)		38,701
Data Processing and Facilities Management		5,024			6,868			—				11,892
FDIC Assessment		2,805			1,264			—				4,069
Other Noninterest Expense		56,272			14,820			(1,342	)	(20)		69,750
Total Noninterest Expense		215,403			78,123			(959	)			292,567
INCOME BEFORE INCOME TAXES		157,796			79,404			(51,934	)			185,266
PROVISION FOR INCOME TAXES		38,506			20,202			(14,604	)	(21)		44,104
NET INCOME	$	119,290		$	59,202		$	(37,330	)		$	141,162
BASIC EARNINGS PER SHARE	$	3.61		$	1.18		$	—			$	3.01
DILUTED EARNINGS PER SHARE	$	3.61		$	1.17		$	—			$	3.00
BASIC AVERAGE SHARES		33,024,386			50,362,807			(36,513,035	)			46,874,158
DILUTED AVERAGE SHARES		33,042,624			50,792,228			(36,824,365	)			47,010,487

Independent and Meridian

Unaudited Pro Forma Condensed Combined Consolidated Income Statement

Twelve Months Ended December 31, 2020

	Independent		Meridian		Adjustments			(1) (2)	Unaudited Pro Forma
	(Dollars in Thousands, Except Per Share Data)
INTEREST INCOME
Interest on Fed Funds Sold and Short Term Investments	$	847	$	3,268	$	—			$	4,115
Interest and Dividends on Securities		30,168		846		—				31,014
Interest on Loans		371,054		247,999		135		(15)		619,188
Total Interest Income		402,069		252,113		135				654,317
INTEREST EXPENSE
Interest on Deposits		27,333		42,989		(1,579	)	(16)		68,743
Interest on Borrowed Funds		7,008		16,391		5,154		(17)		28,553
Total Interest Expense		34,341		59,380		3,575				97,296
Net Interest Income		367,728		192,733		(3,440	)			557,021
Less—Provision (credit) for Loan Losses		52,500		26,456		50,687		(18)		129,643
Net Interest Income after Provision for Loan Losses		315,228		166,277		(54,127	)			427,378
NONINTEREST INCOME
Deposit account fees		15,121		8,593		—				23,714
Interchange and ATM Fees		15,834		—		—				15,834
Investment Management		29,432		—		—				29,432
Mortgage Banking Income		18,948		1,961		—				20,909
Increase in Cash Surrender Value of Life Insurance Policies		5,362		—		—				5,362
Other Noninterest Income		26,743		6,712		—				33,455
Total Noninterest Income		111,440		17,266		—				128,706
NONINTEREST EXPENSE
Salaries and Employee Benefits		152,460		57,902		—				210,362
Occupancy and Equipment Expenses		37,050		15,230		511		(19)		52,791
Data Processing and Facilities Management		6,265		8,671		—				14,936
FDIC Assessment		2,522		2,371		—				4,893
Other Noninterest Expense		75,535		12,371		(1,810	)	(20)		86,096
Total Noninterest Expense		273,832		96,545		(1,299	)			369,078
INCOME BEFORE INCOME TAXES		152,836		86,998		(52,828	)			187,006
PROVISION FOR INCOME TAXES		31,669		21,947		(14,855	)	(21)		38,761
NET INCOME	$	121,167	$	65,051	$	(37,973	)		$	148,245
BASIC EARNINGS PER SHARE	$	3.64	$	1.29	$	—			$	3.15
DILUTED EARNINGS PER SHARE	$	3.64	$	1.29	$	—			$	3.14
BASIC AVERAGE SHARES		33,259,643		50,283,704		(36,455,685	)			47,087,662
DILUTED AVERAGE SHARES		33,285,289		50,418,169		(36,553,173	)			47,150,285

Notes to Pro Forma Combined Condensed Consolidated Financial Statements (Unaudited)

(1) Estimated merger costs of $42.2 million (net of $13.4 million of taxes) are excluded from the pro forma financial statements. It is expected that these costs will be recognized over time. These cost estimates for both Independent and Meridian 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:

Change in control contract and severance contracts	$	18,818
Vendor and system contracts Terminations		3,853
Facilities conversion and termination costs		10,497
Professional and legal fees		20,501
Other acquisition related expenses		1,898
Pre-tax merger costs		55,567
Taxes		13,365
Total merger costs	$	42,202

(2) Estimated expenses of approximately $34.1 million associated with the termination and final allocation of Meridian’s employee stock ownership plan (“ESOP”) are excluded from the pro forma financial statements. The estimated expenses will be recognized, with an equal offsetting benefit to unearned compensation and additional paid in capital within equity.

(3) Represents Cash paid for stock options.

(4) Adjustment to reflect acquired loans at their estimated fair value, including current interest rates and liquidity, as well as the allowance for credit losses gross-up for estimate of lifetime credit losses for purchased credit-deteriorated (“PCD”) loans and leases.

(5) Adjustments to the allowance for credit losses include the following:

Reversal of historical Meridian’s allowance for credit losses	$	60,849
Increase in allowance for credit losses for gross-up of estimated lifetime credit losses for purchased credit-deteriorated (“PCD”) loans and leases	$	(16,541	)
Provision for estimate of lifetime credit losses on non-PCD loans and leases	$	(50,705	)
	$	(6,397	)

(6) Adjustment to reflect bank premises and equipment values to their estimated fair value.

(7) Adjustment to eliminate Meridian’s stockholder’s equity and the issuance of Independent common stock in the merger.

(8) Adjustment to reflect approximately $10.3 million of core deposit intangibles at the preliminary estimated fair value and eliminate Meridian’s intangible assets.

(9) Adjustment to net deferred tax assets due to the business combination.

(10) Adjustment to reflect the preliminary estimate of fair value on time deposits.

(11) Calculated to reflect the fair value adjustment of borrowings at current market rates.

(12) Adjustment to reflect fair value of the acquired split-dollar bank-owned-life insurance policy obligations.

(13) Adjustments to stockholders’ equity:

To eliminate Meridian’s stockholders’ equity	$	(813,698	)
To reflect issuance of Independent common stock in the merger		1,316,349
Adjustment to record provision for credit losses on non-PCD acquired loans and leases, net of tax		(36,447	)
	$	466,204

(14) Adjustment to eliminate shares of Meridian common stock outstanding, and to record shares of Independent common stock outstanding using an exchange ratio of 0.275.

(15) Adjustment reflects the yield adjustment for interest income on loans.

(16) Adjustment reflects the yield adjustment for interest expense on deposits.

(17) Adjustment reflects the yield adjustment for interest expense on borrowings.

(18) Adjustment to record provision for credit losses on non-PCD acquired loans and leases.

(19) Adjustment reflects the estimated net increase associated with the fair value adjustment for the acquired bank premises and equipment.

(20) Adjustment reflects the net increase in amortization of other intangible assets for the acquired other intangible assets.

(21) Adjustment represents income tax expense on the pro-forma adjustments at an estimated rate of 28.12%.