- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to _________________

Commission File Number 0-51589

NEW ENGLAND BANCSHARES, INC.
(Exact name of small business issuer as specified in its charter)

Maryland	04-3693643
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

855 Enfield Street, Enfield, Connecticut	06082
(Address of principal executive offices)	(Zip Code)
(860) 253-5200
(Issuer’s telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The Issuer had 5,807,684 shares of common stock, par value $0.01 per share, outstanding as of August 10, 2012.

NEW ENGLAND BANCSHARES, INC.

FORM 10-Q

INDEX

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets at June 30, 2012 (Unaudited) and March 31, 2012	1

	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended June 30, 2012 and 2011 (Unaudited)	2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended June 30, 2012 and 2011 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2012 and 2011 (Unaudited)	4

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures .	30

PART II:	OTHER INFORMATION

Item 1.	Legal Proceedings	30

Item 1A	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

SIGNATURES		33

Index

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.

NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets

(Dollars in thousands)

	June 30, 2012			March 31, 2012
ASSETS	(Unaudited)
Cash and due from banks	$	8,492		$	9,666
Interest-bearing demand deposits with other banks		58,195			52,398
Money market mutual funds		251			—
Total cash and cash equivalents		66,938			62,064
Investments in available-for-sale securities, at fair value		57,822			61,587
Federal Home Loan Bank stock, at cost		4,100			4,100
Loans, net of allowance for loan losses of $5,815 as of June 30, 2012 and $5,697 as of March 31, 2012		559,562			552,246
Loans held for sale		140			—
Premises and equipment, net		6,026			6,161
Other real estate owned		931			1,491
Accrued interest receivable		2,329			2,392
Deferred income taxes, net		4,744			4,741
Cash surrender value of life insurance		10,456			10,371
Identifiable intangible assets		826			915
Goodwill		16,783			16,783
Other assets		2,365			3,651
Total assets	$	733,022		$	726,502

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	73,887		$	69,412
Interest-bearing		513,601			511,856
Total deposits		587,488			581,268
Advanced payments by borrowers for taxes and insurance		2,830			1,504
Federal Home Loan Bank advances		32,508			33,044
Subordinated debentures		3,929			3,927
Securities sold under agreements to repurchase		28,477			27,752
Other liabilities		5,106			5,637
Total liabilities		660,338			653,132

Stockholders’ Equity:
Preferred stock, par value $.01 per share: 1,000,000 shares authorized; none issued		—			—
Common stock, par value $.01 per share: 19,000,000 shares authorized; 6,947,012 shares issued at June 30, 2012 and 6,945,591 shares issued at March 31, 2012		69			69
Paid-in capital		60,020			60,001
Retained earnings		24,573			23,942
Unearned ESOP shares, 147,641 shares at June 30, 2012 and March 31, 2012		(1,476	)		(1,476	)
Treasury stock, 1,139,328 shares at June 30, 2012 and 998,967 shares at March 31, 2012, at cost		(11,121	)		(9,625	)
Unearned shares, stock-based plans, no shares at June 30, 2012 and March 31, 2012		—			—
Accumulated other comprehensive income		619			459
Total stockholders’ equity		72,684			73,370
Total liabilities and stockholders’ equity	$	733,022		$	726,502

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index

NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended
	June 30,
	2012		2011
Interest and dividend income:
Interest on loans	$	7,460	$	7,518
Interest and dividends on securities:
Taxable		231		360
Tax-exempt		169		170
Interest on federal funds sold, interest-bearing deposits and dividends on money market mutual funds		45		29
Total interest and dividend income		7,905		8,077

Interest expense:
Interest on deposits		1,836		2,123
Interest on advanced payments by borrowers for taxes and insurance		5		5
Interest on Federal Home Loan Bank advances		274		317
Interest on subordinated debentures		27		25
Interest on securities sold under agreements to repurchase		55		47
Total interest expense		2,197		2,517
Net interest and dividend income		5,708		5,560
Provision for loan losses		360		359
Net interest and dividend income after provision for loan losses		5,348		5,201

Noninterest income:
Service charges on deposit accounts		384		337
Gain on securities, net		197		62
Gain on sale of loans		120		22
Increase in cash surrender value of life insurance policies.		85		88
Other income		118		71
Total noninterest income		904		580
Noninterest expense:
Salaries and employee benefits		2,114		2,268
Occupancy and equipment expense		756		833
Advertising and promotion		133		154
Professional fees		145		167
Data processing expense		174		169
FDIC insurance assessment		159		230
Stationery and supplies		27		42
Amortization of identifiable intangible assets		89		100
Write-down of other real estate owned		89		141
Other real estate owned		44		20
Merger related expenses		510		—
Other expense		481		467
Total noninterest expense		4,721		4,591
Income before income taxes		1,531		1,190
Income tax expense		730		411
Net income	$	801	$	779

Earnings per share:
Basic	$	0.14	$	0.13
Diluted		0.14		0.13
Dividends per share		0.03		0.03

Comprehensive income:
Net income	$	801	$	779
Other comprehensive income, net of tax:
Unrealized gain on securities available for sale		160		406
Comprehensive income	$	961	$	1,185

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index

NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY

Condensed Consolidated Statements Changes in Stockholders’ Equity

For the Three Months Ended June 30, 2012 and 2011

(in thousands except for share amounts)

													Unearned
													Shares
													Stock-						Accumulated
										Unearned			Based						Other
	Common Stock				Paid-in		Retained			ESOP			Incentive			Treasury			Comprehensive
	Shares		Amount		Capital		Earnings			Shares			Plans			Stock			Income		Total
Balance, March 31, 2011		6,938,087	$	69	$	59,876	$	20,091		$	(1,714	)	$	(386	)	$	(7,431	)	$	186	$	70,691
Compensation cost for stock-based incentive plans		—		—		33		—			—			34			—			—		67
Dividends paid ($0.03 per share)		—		—		—		(179	)		—			—			—			—		(179	)
Comprehensive income:
Net income		—		—		—		779			—			—			—			—		779
Other comprehensive income, net of tax effect		—		—		—		—			—			—			—			406		406
Balance, June 30, 2011		6,938,087	$	69	$	59,909	$	20,691		$	(1,714	)	$	(352	)	$	(7,431	)	$	592	$	71,764

Balance, March 31, 2012		6,945,591	$	69	$	60,001	$	23,942		$	(1,476	)	$	—		$	(9,625	)	$	459	$	73,370
Proceeds from exercise of stock options		1,421		—		13		—			—			—			—			—		13
Compensation cost for stock-based incentive plans		—		—		6		—			—			—			—			—		6
Dividends paid ($0.03 per share)		—		—		—		(170	)		—			—			—			—		(170	)
Treasury stock purchases (140,361 shares)		—		—		—		—			—			—			(1,496	)		—		(1,496	)
Comprehensive income:
Net income		—		—		—		801			—			—			—			—		801
Other comprehensive income, net of tax effect		—		—		—		—			—			—			—			160		160
Balance, June 30, 2012		6,947,012	$	69	$	60,020	$	24,573		$	(1,476	)	$	—		$	(11,121	)	$	619	$	72,684

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index

NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Three Months Ended June 30,
	2012			2011

Cash flows from operating activities:
Net income	$	801		$	779
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of fair value adjustments		30			(21	)
Accretion of securities, net		70			16
Gain on sales and calls of investments, net		(197	)		(62	)
Writedown of other real estate owned		89			141
Provision for loan losses		360			359
Gain on sale of loans, net		(120	)		(22	)
Loans originated for sale		(4,222	)		(575	)
Proceeds from sale of loans for sale		4,202			597
(Gain) loss on sale of other real estate owned		(7	)		15
Change in deferred loan origination costs, net		3			(59	)
Depreciation and amortization		179			247
Decrease in accrued interest receivable		63			47
Deferred income tax expense (benefit)		(105	)		—
Increase in cash surrender value of life insurance policies		(85	)		(88	)
Decrease in prepaid expenses and other assets		1,282			1,716
Amortization of identifiable intangible assets		89			100
Increase (decrease) in accrued expenses and other liabilities		(590	)		53
Compensation cost for stock option plan		6			33
Compensation cost for stock-based incentive plan		—			34

Net cash provided by operating activities		1,848			3,310

Cash flows from investing activities:
Purchases of available-for-sale securities		(10,373	)		(7,493	)
Proceeds from sales of available-for-sale securities		6,134			6,179
Proceeds from maturities of available-for-sale securities		8,452			4,296
Proceeds from sales of other real estate owned		478			144
Loan originations and principal collections, net		(7,707	)		(3,510	)
Purchases of loans		—			—
Proceeds from sale of loans		—			1,655
Capital expenditures - premises and equipment		(40	)		(269	)

Net cash (used in) provided by investing activities		(3,056	)		1,002

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index

NEW ENGLAND BANCSHARES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

(continued)

	Three Months Ended June 30,
	2012			2011

Cash flows from financing activities:
Net increase in demand, NOW, MMDA and savings accounts		8,427			14,964
Net (decrease) increase in time deposits		(2,207	)		6,420
Net increase in advanced payments by borrowers for taxes and insurance		1,326			1,213
Principal payments on Federal Home Loan Bank advances		(536	)		(486	)
Net increase in securities sold under agreement to repurchase		725			3,870
Purchase of treasury stock		(1,496	)		—
Payments of cash dividends on common stock		(170	)		(178	)
Proceeds from exercise of stock options		13			—

Net cash provided by financing activities		6,082			25,803

Net increase in cash and cash equivalents		4,874			30,115
Cash and cash equivalents at beginning of period		62,064			43,612
Cash and cash equivalents at end of period	$	66,938		$	73,727
Supplemental disclosures:
Interest paid	$	2,185		$	2,534
Income taxes paid		599			156
Loans transferred to other real estate owned		—			104

The accompanying notes are an integral part of these condensed consolidated financial statements.

Index

NEW ENGLAND BANCSHARES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1 – Nature of Operations

New England Bancshares, Inc. (“New England Bancshares,” or the “Company”) is a Maryland corporation and the bank holding company for New England Bank (the “Bank”). The principal asset of the Company is its investment in the Bank. The Company was organized in 2005 in connection with the “second-step” mutual-to-stock conversion of Enfield Mutual Holding Company.

The Bank, incorporated in 1999, is a Connecticut chartered commercial bank headquartered in Enfield, Connecticut. The Bank’s deposits are insured by the FDIC. The Bank is engaged principally in the business of attracting deposits from the general public and investing those deposits primarily in residential real estate loans, commercial real estate loans, and commercial loans, and to a lesser extent, construction and consumer loans.

On May 31, 2012, the Company executed a definitive merger agreement with United Financial Bancorp, Inc. (“United Financial”) under which United Financial will acquire the Company in a transaction valued then at $91 million based on United Financial’s 20 day volume weighted average stock price of $15.89 as of May 30, 2012.

Under the terms of the definitive merger agreement, at the effective time of the merger, each share of the Company’s common stock will be converted to 0.9575 of a share of United Financial common stock. The consideration received by the Company’s stockholders is intended to qualify as a tax-free transaction. The transaction has been approved by the boards of directors of both the Company and United Financial.

NOTE 2 – Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and the instructions to Form 10-Q, and accordingly do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments necessary, consisting of only normal recurring accruals, to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. In preparing the interim financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. The interim results of operations presented are not necessarily indicative of the operating results to be expected for the year ending March 31, 2013 or any interim period.

While management believes that the disclosures presented are adequate so as not to make the information misleading, it is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes included in the Company’s Form 10-K for the year ended March 31, 2012.

Index

The condensed consolidated balance sheet as of March 31, 2012 was derived from the Company’s audited financial statements, but does not include all the disclosures required by accounting principles generally accepted in the United States of America.

NOTE 3 – Earnings per Share (EPS)

Basic EPS is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. As of June 30, 2012, 110,563 shares were anti-dilutive for the three month period, compared to 148,563 anti-dilutive shares for the three month period ended June 30, 2011. Anti-dilutive shares are stock options with exercise prices in excess of the weighted-average market value for the same period and are not included in the determination of diluted earnings per share. Unallocated common shares held by the Bank’s employee stock ownership plan are not included in the weighted-average number of common shares outstanding for purposes of calculating both basic and diluted EPS.

	Income			Shares		Per-Share
	(Numerator)			(Denominator)		Amount
	(In Thousands)
Three Months ended June 30, 2012
Basic EPS
Net income	$	801			—
Dividends and undistributed earnings allocated
to unvested shares		—			—
Net income and income available to common stockholders		801			5,687,051	$	0.14
Effect of dilutive securities options		—			90,495
Diluted EPS
Income available to common stockholders and
assumed conversions	$	801			5,777,546	$	0.14

Three Months ended June 30, 2011
Basic EPS
Net income	$	779			—
Dividends and undistributed earnings allocated
to unvested shares		(1	)		—
Net income and income available to common stockholders		778			5,939,177	$	0.13
Effect of dilutive securities options		—			66,270
Diluted EPS
Income available to common stockholders and
assumed conversions	$	778			6,005,447	$	0.13

NOTE 4 – Recent Accounting Pronouncements

In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards.” The amendments in this ASU explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments in this ASU are to be applied prospectively. The amendments are effective during interim and annual periods beginning after December 15, 2011. The Company does not anticipate that the adoption of this guidance will have a material impact on its consolidated financial statements.

Index

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” The objective of this ASU is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. Under this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. An entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. An entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. The amendments in this ASU should be applied retrospectively. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company does not anticipate that the adoption of this guidance will have a material impact on its consolidated financial statements.

In September 2011, the FASB issued ASU 2011-08, “Intangibles – Goodwill and Other”, an update to ASC 350, “Intangibles – Goodwill and Other.” ASU 2011-08 simplifies how entities, both public and nonpublic, test goodwill for impairment. The amendments in this update permit an entity to first assess qualitative factors to determine whether it is more likely than not the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. For public and nonpublic entities, the amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The adoption of this guidance is not expected to have an impact on the Company’s results of operations or financial position.

In September 2011, the FASB issued ASU 2011-09, “Disclosures About an Employer’s Participation in a Multiemployer Plan,” which amends ASC 715-80, “Compensation – Retirement Benefits - Multiemployer Plans,” and requires additional separate disclosures for multiemployer pension plans and multiemployer other postretirement benefit plans. This objective of this ASU is to help users of financial statements assess the potential future cash flow implications relating to an employer’s participation in multiemployer pension plans. The disclosures also will indicate the financial health of all of the significant plans in which the employer participates and assist a financial statement user to access additional information that is available outside the financial statements. The amendments in this ASU are effective for fiscal years ending after December 15, 2011, with early adoption permitted. The amendments should be applied retrospectively for all prior periods presented. The Company does not anticipate that the adoption of this guidance will have a material impact on its consolidated financial statements.

In December 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities.” This ASU is to enhance current disclosures. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The amendments in this ASU are effective for annual periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The Company does not anticipate that the adoption of this guidance will have a material impact on its consolidated financial statements.

Index

In December 2011, the FASB issued ASU 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” The amendments in this update defer those changes in ASU 2011-05 that relate to the presentation of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. All other requirements in ASU 2011-05 are not affected by this update. The amendments are effective during interim and annual periods beginning after December 15, 2011. The Company does not anticipate that the adoption of this guidance will have a material impact on its consolidated financial statements.

NOTE 5 – Stock-Based Incentive Plan

At June 30, 2012, the Company maintained a stock-based incentive plan and an equity incentive plan. For the three months ended June 30, 2012 and 2011, compensation cost for the Company’s stock plans was measured at the grant date based on the value of the award and was recognized over the service period, which was the vesting period. The compensation cost that has been charged against income in the three months ended June 30, 2012 and 2011 for the granting of stock options under the plans was $6,000 and $33,000, respectively. The Company did not grant any options during the three months ended June 30, 2012. During the three months June 2011, the Company granted 20,000 stock options.

There was no compensation cost charged against income for the three months ended June 30, 2012 for the granting of restricted stock. The compensation cost that has been charged against income for the granting of restricted stock awards under the plan for the three months ended June 30, 2011 was $34,000.

Index

NOTE 6 – Loans

A summary of the balances of loans follows:

	June 30, 2012			March 31, 2012
	(In thousands)
Residential real estate:
1-4 family	$	121,216		$	125,636
Home equity loans		36,078			37,724
Commercial real estate		299,366			289,057
Consumer loans		9,639			9,772
Commercial loans		97,995			94,668
Total loans		564,294			556,857

Allowance for loan losses		(5,815	)		(5,697	)
Net deferred loan fees		1,083			1,086

Loans, net	$	559,562		$	552,246

The Company has transferred a portion of its originated commercial real estate loans and commercial loans to participating lenders. The amounts transferred have been accounted for as sales and therefore not included in the Company’s accompanying consolidated balance sheets. The Company and participating lenders share ratably in any gains and losses that may result from a borrower’s lack of compliance with contractual terms of the loan. The Company continues to service the loans on behalf of the participating lenders and, as such, collects cash payments from the borrowers, remits payments (net of servicing fees) to participating lenders and disburses required escrow funds to relevant parties. At June 30, 2012 and March 31, 2012, the Company was servicing loans for participants aggregating $13.5 million and $13.3 million, respectively.

NOTE 7 – Allowance for Loan Losses and Impaired Assets

Analysis and Determination of the Allowance for Loan Losses . We maintain an allowance for loan losses to absorb probable losses inherent in the existing portfolio. When a loan, or portion thereof, is considered uncollectible and reasonably estimable, it is charged against the allowance. Recoveries of amounts previously charged-off are added to the allowance when collected. The adequacy of the allowance for loan losses is evaluated on a regular basis by management. Based on management’s judgment, the allowance for loan losses covers all known losses and inherent losses in the loan portfolio.

Our methodology for assessing the appropriateness of the allowance for loan losses consists of specific allowances for identified problem loans and a general valuation allowance on the remainder of the loan portfolio. Although we determine the amount of each element of the allowance separately, the entire allowance for loan losses is available for the entire portfolio.

Specific Allowances for Identified Problem Loans. We establish an allowance on identified problem loans based on factors including, but not limited to: (1) the borrower’s ability to repay the loan; (2) the type and value of the collateral; (3) the strength of our collateral position; and (4) the borrower’s repayment history.

Index

General Valuation Allowance on the Remainder of the Portfolio. We also establish a general allowance by applying loss factors to the remainder of the loan portfolio to capture the inherent losses associated with the lending activity. This general valuation allowance is determined by segregating the loans by loan category and assigning loss factors to each category. The loss factors are determined based on our historical loss experience, delinquency trends and management’s evaluation of the collectability of the loan portfolio. Based on management’s judgment, we may adjust the loss factors due to: (1) changes in lending policies and procedures; (2) changes in existing general economic and business conditions affecting our primary market area; (3) credit quality trends; (4) collateral value; (5) loan volumes and concentrations; (6) seasoning of the loan portfolio; (7) recent loss experience in particular segments of the portfolio; (8) duration of the current business cycle; and (9) bank regulatory examination results. Loss factors are re-evaluated quarterly to ensure their relevance in the current real estate environment.

Activity in the allowance for loan losses is summarized below:

	Residential			Home Equity Loans			Commercial Real Estate			Consumer Loans			Commercial Loans			Total
	(In thousands)
Balance March 31, 2012	$	789		$	127		$	2,794		$	64		$	1,923		$	5,697
Provision		143			87			(186	)		(8	)		324			360
Charge Offs		(143	)		(71	)		(44	)		—			(24	)		(282	)
Recoveries		28			—			—			3			9			40
Balance June 30, 2012	$	817		$	143		$	2,564		$	59		$	2,232		$	5,815

Balance March 31, 2011	$	738		$	154		$	1,981		$	99		$	2,714		$	5,686
Provision		7			4			179			(3	)		172			359
Charge Offs		(170	)		—			(191	)		(9	)		(87	)		(457	)
Recoveries		—			—			0			6			3			9
Balance June 30, 2011	$	575		$	158		$	1,969		$	93		$	2,802		$	5,597

The following table presents the balance in the allowance for loan losses by portfolio segment and based on impairment evaluation method as of June 30, 2012:

	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total
	(In thousands)
Allowance for loan losses:
1-4 Family Residential	$	358	$	459	$	817
Home equity loans		—		143		143
Commercial real estate		861		1,703		2,564
Consumer loans		—		59		59
Commercial loans		834		1,398		2,232
Total allowance for loan losses	$	2,053	$	3,762	$	5,815

Loan balances:
1-4 Family Residential	$	2,152	$	119,064	$	121,216
Home equity loans		—		36,078		36,078
Commercial real estate		3,665		295,701		299,366
Consumer loans		—		9,639		9,639
Commercial loans		2,530		95,465		97,995
Total loan balances	$	8,347	$	555,947	$	564,294

Index

The following table presents the balance in the allowance for loan losses by portfolio segment and based on impairment evaluation method as of March 31, 2012:

	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total
	(In thousands)
Allowance for loan losses:
1-4 Family Residential	$	15	$	774	$	789
Home equity loans		—		127		127
Commercial real estate		207		2,587		2,794
Consumer loans		—		64		64
Commercial loans		372		1,551		1,923
Total allowance for loan losses	$	594	$	5,103	$	5,697

Loan balances:
1-4 Family Residential	$	1,247	$	124,389	$	125,636
Home equity loans		—		37,724		37,724
Commercial real estate		9,961		279,096		289,057
Consumer loans		—		9,772		9,772
Commercial loans		4,103		90,565		94,668
Total loan balances	$	15,311	$	541,546	$	556,857

There have been no significant changes in the Company’s methodology for evaluating the allowance for loan losses.

Risk Characteristics by Portfolio Segment. Loans secured by one- to four-family residential real estate have historically been the least risky loan type. However they are affected by declines in the general residential housing market, unemployment and under-employment, and the tightening of lending requirements and standards. Loans secured by commercial real estate, including multi-family loans, generally have larger balances and involve a greater degree of risk than one- to four-family residential mortgage loans. Of primary concern in commercial real estate lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the project. Payments on loans secured by income properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans to adverse conditions in the real estate market or the economy. Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property’s value at completion of construction and the estimated cost (including interest) of construction. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, we may be required to advance funds beyond the amount originally committed to permit completion of the building. If the estimate of value proves to be inaccurate, we may be confronted, at or before the maturity of the loan, with a building having a value which is insufficient to assure full repayment. Commercial loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial loans may depend substantially on the success of the business itself. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise and may fluctuate in value. Consumer loans may entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly. In such cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and the remaining deficiency often does not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections depend on the borrower’s continuing financial stability, and therefore are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.

Index

Credit Risk Management. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or investment when it is due. Our strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans.

When a borrower fails to make a required loan payment, we take a number of steps to have the borrower cure the delinquency and restore the loan to current status. We make initial contact with the borrower when the loan becomes 15 days past due. If payment is not received by the 30 ^th day of delinquency, additional letters and phone calls generally are made. Typically, when the loan becomes 60 days past due, we send a letter notifying the borrower that we may commence legal proceedings if the loan is not paid in full within 30 days. Generally, loan workout arrangements are made with the borrower at this time; however, if an arrangement cannot be structured before the loan becomes 90 days past due, we will send a formal demand letter and, once the time period specified in that letter expires, commence legal proceedings against any real property that secures the loan or attempt to repossess any business assets or personal property that secures the loan. If a foreclosure action is instituted and the loan is not brought current, paid in full or refinanced before the foreclosure sale, the real property securing the loan generally is sold at foreclosure.

We consider repossessed assets and loans that are 90 days or more past due to be non-performing assets. Past due status is based on contractual terms of the loan. When a loan becomes 90 days delinquent, the loan is placed on non-accrual status at which time the accrual of interest ceases and an allowance for any uncollectible accrued interest is established and charged against operations. Typically, payments received on a non-accrual loan are applied to the outstanding principal and interest as determined at the time of collection of the loan. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Management informs the Boards of Directors monthly of the amount of loans delinquent more than 90 days, all loans in foreclosure and all foreclosed and repossessed property that we own.

Banking regulations require us to review and classify our assets on a regular basis. In addition, the Connecticut Department of Banking and FDIC have the authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. “Substandard assets” must have one or more defined weaknesses and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. “Doubtful assets” have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable and there is a high possibility of loss. An asset classified “loss” is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. The regulations also provide for a “special mention” category, described as assets that do not currently expose us to a sufficient degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving our close attention. When we classify an asset as substandard or doubtful, we establish a specific allowance for loan losses. If we classify an asset as loss, we charge off an amount equal to 100% of the portion of the asset classified as loss.

Index

The following table shows the risk rating grade of the loan portfolio broken-out by type as of June 30, 2012. There were no loans rated doubtful or loss as of June 30, 2012.

	Real Estate Loans
	Residential		Home Equity		Commercial		Consumer		Commercial		Total
	(In thousands)
Grade:
Pass	$	—	$	—	$	281,999	$	—	$	89,671	$	371,670
Special mention		—		—		6,681		—		1,481		8,162
Substandard		4,700		219		10,686		48		6,843		22,496
Not formally rated		116,516		35,859		—		9,591		—		161,966
Total	$	121,216	$	36,078	$	299,366	$	9,639	$	97,995	$	564,294

The following table shows the risk rating grade of the loan portfolio broken-out by type as of March 31, 2012. There were no loans rated doubtful or loss as of March 31, 2012.

	Real Estate Loans
	Residential		Home Equity		Commercial		Consumer		Commercial		Total
	(In thousands)
Grade:
Pass	$	—	$	—	$	266,757	$	—	$	86,360	$	353,117
Special mention		—		—		7,896		—		1,356		9,252
Substandard		4,285		310		14,404		32		6,952		25,983
Not formally rated		121,351		37,414		—		9,740		—		168,505
Total	$	125,636	$	37,724	$	289,057	$	9,772	$	94,668	$	556,857

Impaired Loans. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Index

The following table shows the Company’s impaired loans at June 30, 2012.

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(In thousands)
With no related allowance recorded:
Residential real estate:
1-4 family	$	2,654	$	3,206	$	—	$	1,795	$	25
Home equity loans		218		219		—		109		2
Commercial real estate		6,240		7,418		—		7,375		60
Consumer loans		48		52		—		24		—
Commercial loans		3,431		4,344		—		3,323		25
Total impaired with no related allowance recorded	$	12,591	$	15,239	$	—	$	12,626	$	112

With an allowance recorded:
Residential real estate:
1-4 family	$	2,152	$	2,215	$	358	$	1,232	$	21
Home equity loans		—		—		—		—		—
Commercial real estate		3,665		3,665		861		2,558		54
Consumer loans		—		—		—		—		—
Commercial loans		2,530		2,530		834		1,709		29
Total impaired with an allowance recorded	$	8,347	$	8,410	$	2,053	$	5,499	$	104

Total:
Residential real estate:
1-4 family	$	4,806	$	5,421	$	358	$	3,027	$	46
Home equity loans		218		219		—		109		2
Commercial real estate		9,905		11,083		861		9,933		114
Consumer loans		48		52		—		24		—
Commercial loans		5,961		6,874		834		5,032		54
Total impaired loans	$	20,938	$	23,649	$	2,053	$	18,125	$	216

The following table shows the Company’s impaired loans at March 31, 2012.

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(In thousands)
Residential real estate:
1-4 family	$	936	$	973	$	—	$	1,843	$	44
Home equity loans		—		—		—		184		—
Commercial real estate		8,510		8,590		—		5,458		501
Consumer loans		—		—		—		44		—
Commercial loans		3,214		3,967		—		2,482		162
Total impaired with no related allowance recorded	$	12,660	$	13,530	$	—	$	10,011	$	707

With an allowance recorded:
Residential real estate:
1-4 family	$	311	$	389	$	15	$	1,470	$	20
Home equity loans		—		—		—		—		—
Commercial real estate		1,451		1,482		207		3,792		72
Consumer loans		—		—		—		50		—
Commercial loans		889		913		372		2,156		45
Total impaired with an allowance recorded	$	2,651	$	2,784	$	594	$	7,468	$	137

Total:
Residential real estate:
1-4 family	$	1,247	$	1,362	$	15	$	3,313	$	64
Home equity loans		—		—		—		184		—
Commercial real estate		9,961		10,072		207		9,250		573
Consumer loans		—		—		—		94		—
Commercial loans		4,103		4,880		372		4,638		207
Total impaired loans	$	15,311	$	16,314	$	594	$	17,479	$	844

Delinquencies. The following table provides information about delinquencies in our loan portfolio as of June 30, 2012.

	30-59 Days		Greater Than 60-89 Days		Greater Than 90 Days		Total Past Due		90 Days or More and Accruing		Nonaccrual loans
	(In thousands)
Residential real estate:
1-4 family	$	—	$	380	$	1,684	$	2,064	$	—	$	3,391
Home equity loans		38		—		50		88		—		219
Commercial real estate		1,401		1,070		5,810		8,281		—		7,318
Consumer loans		80		—		17		97		—		48
Commercial loans		1,767		626		3,112		5,505		—		3,906
Total	$	3,286	$	2,076	$	10,673	$	16,035	$	—	$	14,882

Index

The following table provides information about delinquencies in our loan portfolio as of March 31, 2012.

	30-59 Days		Greater Than 60-89 Days		Greater Than 90 Days		Total Past Due		90 Days or More and Accruing		Nonaccrual loans
	(Dollars in Thousands)

Residential real estate	$	2,771	$	—	$	2,217	$	4,988	$	—	$	3,734
Commercial real estate		1,702		1,152		4,976		7,830		—		7,141
Home equity loans		112		154		84		350		—		170
Consumer loans		100		49		47		196		—		56
Commercial loans		1,641		154		3,545		5,340		—		4,072
Total	$	6,326	$	1,509	$	10,869	$	18,704	$	—	$	15,173

Troubled Debt Restructuring. The Bank did not restructure any troubled debt during the quarter ended June 30, 2012.

NOTE 8 – Other-Than-Temporary Impairment Losses

The following table summarizes gross unrealized losses and fair value, aggregated by investment category and length of time the investments have been in a continuous unrealized loss position, at June 30, 2012 and March 31, 2012:

	Less than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
June 30, 2012:	(In thousands)
Debt securities issued by states of the
United States and political subdivisions
of the states	$	9,024	$	165	$	1,517	$	24	$	10,541	$	189
Debt securities issued by the U.S. Treasury
and other U.S. government corporations
and agencies		—		—		—		—		—		—
Mortgage-backed securities		6,866		58		609		23		7,475		81
Total temporarily impaired securities	$	15,890	$	223	$	2,126	$	47	$	18,016	$	270
Other-than-temporarily impaired securities
Mortgage-backed securities		—		—		513		77		513		77
Total temporarily impaired and
other than temporarily impaired
securities	$	15,890	$	223	$	2,639	$	124	$	18,529	$	347


March 31, 2012:
Debt securities issued by states of the
United States and political subdivisions
of the states	$	3,212	$	37	$	—	$	—	$	3,212	$	37
Debt securities issued by the U.S. Treasury
and other U.S. government corporations
and agencies		11,219		240		1,502		51		12,721		291
Mortgage-backed securities		6,469		98		1,231		73		7,700		171
Total temporarily impaired securities		20,900		375		2,733		124		23,633		499
Other-than-temporarily impaired securities
Mortgage-backed securities		—		—		372		82		372		82
Total temporarily impaired and
other than temporarily impaired
securities	$	20,900	$	375	$	3,105	$	206	$	24,005	$	581

Index

Management has assessed the securities which are classified as available-for-sale and in an unrealized loss position at June 30, 2012 and determined the decline in fair value below amortized cost to be temporary, except for those securities described below. In making this determination management considered the period of time the securities were in a loss position, the percentage decline in comparison to the securities’ amortized cost, the financial condition of the issuer and the Company’s ability and intent to hold these securities until their fair value recovers to their amortized cost. Management believes the decline in fair value is primarily related to the current interest rate environment and not to the credit deterioration of the individual issuer, except for those securities described below.

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis and more frequently when economic or market conditions warrant such evaluation. The investment securities portfolio is generally evaluated for other-than-temporary impairment under ASC 320-10, “ Investments – Debt and Equity Securities .” However, certain purchased beneficial interests, including non-agency mortgage-backed securities and pooled trust preferred securities are evaluated using ASC 325-40, “Beneficial Interests in Securitized Financial Assets.”

For those debt securities for which the fair value of the security is less than its amortized cost and the Company does not intend to sell such security and it is more likely than not that it will not be required to sell such security prior to the recovery of its amortized cost basis less any credit losses, ASC 320-10 requires that the credit component of the other-than-temporary impairment losses be recognized in earnings while the noncredit component is recognized in other comprehensive loss, net of related taxes.

Activity related to the credit component recognized in earnings on debt securities held by the Company for which a portion of other-than-temporary impairment was recognized in other comprehensive income for the three months ended June 30, 2012 is as follows:

	Non-Agency
	Mortgage-Backed
	(In thousands)
Balance, April 1, 2012	$	96
Additions for the credit component on debt securities
in which other-than-temporary impairment was
not previously recognized		17

Balance, June 30, 2012	$	113

In accordance with ASC 320-10, the Company estimated the portion of loss attributable to credit using a discounted cash flow model. Significant inputs for the non-agency mortgage-backed securities included the estimated cash flows of the underlying collateral based on key assumptions, such as default rate, loss severity and prepayment rate. Assumptions used can vary widely from loan to loan, and are influenced by such factors as loan interest rate, geographical location of the borrower, borrower characteristics and collateral type. The present value of the expected cash flows was compared to the Company’s holdings to determine the credit-related impairment loss. Based on the expected cash flows derived from the model, the Company expects to recover the remaining unrealized losses on non-agency mortgage-backed securities. Significant assumptions used in the valuation of non-agency mortgage-backed securities were as follows as of June 30, 2012.

Index

	Weighted			Range
	Average			Minimum			Maximum
Prepayment rates		13.8	%		5.1	%		20.1	%
Default rates		11.3			5.4			19.9
Loss severity		46.7			36.4			61.8

NOTE 9 – Fair Value Measurement Disclosures

The following table presents the fair value disclosures of assets and liabilities in accordance with ASC 820-10 which became effective for the Company’s consolidated financial statements on April 1, 2008. The fair value hierarchy established by this guidance is based on observable and unobservable inputs participants use to price an asset or liability. ASC 820-10 has prioritized these inputs into the following fair value hierarchy:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that are available at the measurement date.

Level 2 Inputs – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs – Unobservable inputs for determining the fair value of the asset or liability and are based on the entity’s own assumptions about the assumptions that market participants would use to price the asset or liability.

Index

The following summarizes assets measured at fair value on a recurring basis for the period ending:

	Fair Value Measurements at Reporting date Using:
	Total		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
June 30, 2012:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	$	4,611	$	350	$	4,261	$	—
Debt securities issued by states of the United States and political subdivisions of the states		26,529		828		25,282		419
Mortgage-backed securities		26,682		—		26,682		—
Total	$	57,822	$	1,178	$	56,225	$	419

March 31, 2012
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	$	6,470	$	1,369	$	5,101	$	—
Debt securities issued by states of the United States and political subdivisions of the states		25,361		1,941		23,420		—
Mortgage-backed securities		29,756		10		29,746		—
Total	$	61,587	$	3,320	$	58,267	$	—

Under certain circumstances we make adjustments to fair value for our assets and liabilities although they are not measured at fair value on an ongoing basis. The following table presents the financial instruments carried on the consolidated balance sheet by caption and by level in the fair value hierarchy at June 30, 2012, for which a nonrecurring change in fair value has been recorded.

	Fair Value Measurements at Reporting Date Using:
			Quoted Prices in		Significant		Significant
			Active Markets for		Other Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		Level 1		Level 2		Level 3
	(In thousands)

Impaired loans	$	6,294	$	—	$	—	$	6,294
Other real estate owned		931		—		—		931

Total	$	7,225	$	—	$	—	$	7,225

Index

The following are the carrying amounts and estimated fair values of the Company’s financial assets and liabilities at June 30, 2012:

	June 30, 2012
	Carrying Amount		Fair Value
			Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets:
Cash and cash equivalents	$	66,938	$	66,938	$	—	$	—	$	66,938
Available-for-sale securities		57,822		1,178		56,228		416		57,822
Federal Home Loan Bank stock		4,100		4,100		—		—		4,100
Loans, net		559,562		—		—		569,813		569,813
Loans held for sale		140		146		—		—		146
Accrued interest receivable		2,329		2,329		—		—		2,329

Financial liabilities:
Deposits	$	587,488	$	—	$	591,639	$	—	$	591,639
Advanced payments by borrowers for taxes and insurance		2,830		2,830		—		—		2,830
FHLB advances		32,508		—		34,607		—		34,607
Securities sold under agreements to repurchase		28,477		—		28,478		—		28,478
Subordinated debentures		3,929		—		1,449		—		1,449
Due to Broker		1,178		1,178		—		—		1,178

The following are the carrying amounts and estimated fair values of the Company’s financial assets and liabilities at March 31, 2012:

	March 31, 2012
	Carrying Amount		Fair Value
			Level 1		Level 2		Level 3		Total
	(In thousands)
Financial Assets:
Cash and cash equivalents	$	62,064	$	62,064	$	—	$	—	$	62,064
Available-for-sale securities		61,587		3,320		58,267		—		61,587
Federal Home Loan Bank stock		4,100		4,100		—		—		4,100
Loans, net		552,246		—		—		564,037		564,037
Loans held for sale		—		—		—		—		—
Accrued interest receivable		2,392		2,392		—		—		2,392

Financial liabilities:
Deposits	$	581,268	$	—	$	585,961	$	—	$	585,961
Advanced payments by borrowers for taxes and insurance		1,504		1,504		—		—		1,504
FHLB advances		33,044		—		35,314		—		35,314
Securities sold under agreements to repurchase		27,752		—		27,753		—		27,753
Subordinated debentures		3,927		—		1,441		—		1,441
Due to Broker		1,119		1,119		—		—		1,119

Index

NOTE 10 – OTHER COMPREHENSIVE INCOME

Other comprehensive income for the quarters ended June 30, 2012 and 2011 are as follows:

	June 30, 2012
	Before Tax			Tax			Net of Tax
	Amount			Effects			Amount
	(In Thousands)
Net unrealized holding gains on available-for-sale securities	$	440		$	(150	)	$	290
Reclassification adjustment for realized gains in net income		(197	)		67			(130	)
Other comprehensive benefit – director fee continuation plan		—			—			—
Total	$	243		$	(83	)	$	160

	June 30, 2011
	Before Tax			Tax			Net of Tax
	Amount			Effects			Amount
	(In Thousands)
Net unrealized holding gains on available-for-sale securities	$	665		$	(217	)	$	448
Reclassification adjustment for realized gains in net income		(62	)		20			(42	)
Other comprehensive benefit – director fee continuation plan		—			—			—
Total	$	603		$	(197	)	$	406

Accumulated other comprehensive income consists of the following as of:
	June 30, 2012		March 31, 2012
	(In thousands)

Net unrealized holding gains on available-for-sale securities, net of taxes ⁽¹⁾	$	618	$	458
Unrecognized director fee plan benefits, net of tax		1		1
Total	$	619	$	459

⁽¹⁾ The June 30 and March 31, 2012 ending balance includes $113,000 and $82,000, respectively of unrealized losses in which other-than-temporary impairment has been recognized.

Index

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations .

The following analysis discusses changes in the financial condition and results of operations at and for the three months ended June 30, 2012 and 2011, and should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and the notes thereto, appearing in Part I, Item 1 of this document.

Forward-Looking Statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. By identifying these forward-looking statements for you in this manner, we are alerting you to the possibility that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Important factors that could cause our actual results and financial condition to differ from those indicated in the forward-looking statements include, among others, those discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K and Part II, Item 1A of this Report on Form 10-Q, as well as the following factors: interest rates, general economic conditions, legislation and regulations, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, accounting principles and guidelines, and our ability to recognize enhancements related to our acquisition within expected time frames. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Except as required by applicable law and regulation, the Company does not undertake – and specifically disclaims any obligation – to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Merger Agreement With United Financial Bancorp, Inc.

On May 30, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with United Financial Bancorp, Inc. (“United Financial”), the holding company of United Bank, pursuant to which the Company will merge with and into United Financial, with United Financial as the surviving entity (the “Merger”). In addition, the Bank will merge with and into United Bank, with United Bank as the surviving entity. Additional information regarding the Merger is provided in the Company’s Annual Report on Form 10-K for the year ended March 31, 2012 under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations— Merger Agreement With United Financial Bancorp, Inc.” and the Company’s other filings with the Securities and Exchange Commission.

Index

Comparison of Financial Condition at June 30, 2012 and March 31, 2012

Assets

Total assets were $733.0 million at June 30, 2012, an increase of $6.5 million compared to $726.5 million at March 31, 2012. The increase in total assets was primarily due to a $4.9 million increase in cash and cash equivalents and a $7.3 million increase in net loans, partially offset by a $3.8 million decrease in investment securities.

Liabilities

Total liabilities were $660.3 million at June 30, 2012, an increase of $7.2 million compared to $653.1 million at March 31, 2012. The increase in total liabilities was caused primarily by a $6.2 million increase in total deposits and a $1.3 million increase in advance payments by borrowers for taxes and insurance, partially offset by the $536,000 decrease in FHLB advances. At June 30, 2012, deposits are comprised of savings accounts totaling $84.4 million, money market deposit accounts totaling $123.7 million, demand and NOW accounts totaling $93.2 million, and certificates of deposits totaling $286.3 million. The Company’s core deposits, which the Company considers to be all deposits except for certificates of deposits, increased to 51.3% of total deposits at June 30, 2012 from 50.4% at March 31, 2012.

Stockholders’ Equity

Total stockholders’ equity decreased $700,000 to $72.7 million at June 30, 2012 from $73.4 million at March 31, 2012. The decrease was primarily caused by share repurchases of $1.5 million and dividends paid of $170,000 partially offset by net income of $801,000 and an increase in other comprehensive income of $160,000.

Comparison of Operating Results for the Three Months Ended June 30, 2012 and 2011

General

The Company’s results of operations depend primarily on net interest and dividend income, which is the difference between the interest and dividend income earned on its interest-earning assets, such as loans and securities, and the interest expense on its interest-bearing liabilities, such as deposits and borrowings. The Company also generates noninterest income, primarily from fees and service charges. Gains on sales of securities and increases in cash surrender value of life insurance policies are additional sources of noninterest income. The Company’s noninterest expense primarily consists of employee compensation and benefits, occupancy and equipment expense, FDIC insurance assessments, advertising and promotion, data processing, professional fees and other operating expense.

Net Income

For the three months ended June 30, 2012, the Company reported net income of $801,000, compared to $779,000 for the year ago period. Basic and diluted income per share for the quarter ended June 30, 2012 were $0.14 each, compared to $0.13 each for the quarter ended June 30, 2011. Excluding acquisition related expenses of $510,000, net income would have been $1.3 million, or $0.23 per diluted share, for the quarter ended June 30, 2012.

Index

Net Interest and Dividend Income

Net interest and dividend income for the three months ended June 30, 2012 and 2011 totaled $5.7 million and $5.6 million, respectively. The Company’s net interest margin was 3.45% for the three months ended June 30, 2012 and 3.53% for the three months ended June 30, 2011. The decrease in the net interest margin for the quarter was primarily due to a 35 basis point decrease in the rate earned on interest-earning assets and an increase in average interest-earning assets of $34.7 million, partially offset by a $22.6 million increase in average interest-bearing liabilities and a 30 basis point decrease in the yield paid on interest-bearing liabilities. The changes to the yield on average interest-earning assets and the rate paid on average interest-bearing liabilities caused the Company’s interest rate spread to decrease from 3.28% for the quarter ended June 30, 2011 to 3.23% for the quarter ended June 30, 2012.

Interest and dividend income amounted to $7.9 million and $8.1 million for the three months ended June 30, 2012 and 2011, respectively. The decrease in interest and dividend income resulted from a decrease in the average yield on interest-earning assets, partially offset by an increase in the average balance of interest-earning assets. The yield earned on average interest-earning assets decreased 35 basis points to 4.75% for the three months ended June 30, 2012 from 5.10% for the three months ended June 30, 2011. Average interest-earning assets were $676.9 million for the quarter ended June 30, 2012 compared to $642.2 million for the quarter ended June 30, 2011. The increase in average interest-earning assets was caused primarily by a $7.6 million increase in average interest bearing demand deposits with other banks and a $28.6 million increase in net loans, partially offset by a $1.2 million decrease in average investment securities.

Interest expense for the quarters ended June 30, 2012 and 2011 was $2.2 million and $2.5 million, respectively. The decrease in interest expense resulted from a decrease in the average rate paid on interest-bearing liabilities, partially offset by an increase in the average balance of interest-bearing liabilities. The average rate paid on interest-bearing liabilities decreased to 1.52% for the quarter ended June 30, 2012 from 1.82% for the year ago period, due primarily to the decrease in rates paid on certificates of deposit, money market deposit accounts and securities sold under agreements to repurchase, and a decrease in FHLB advances which generally have higher rates. The average rate paid on certificates of deposit decreased from 2.40% for the quarter ended June 30, 2011 to 2.07% for the current year quarter as market rates have decreased for this type of deposit. Average interest-bearing liabilities increased $22.6 million during the quarter ended June 30, 2012 from $555.9 million to $578.5 million primarily due to a $23.2 million increase in average interest-bearing deposits and a $5.3 million increase in average repurchase agreement accounts partially offset by a $6.1 million decrease in average FHLB advances.

Average Balance Sheet

The following table presents information regarding average balances of assets and liabilities, as well as the total dollar amounts of interest income and dividends from average interest-earning assets and interest expense on average interest-bearing liabilities and the resulting average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented, and are presented on an annualized basis.

Index

	For the Quarters Ended June 30,
	2012								2011
	Average Balance			Interest		Average Yield/ Rate			Average Balance			Interest		Average Yield/ Rate
(Dollars in thousands)
Assets:
Federal funds sold, interest-bearing deposits and marketable equity securities	$	54,914		$	37		0.27	%	$	47,345		$	23		0.20	%
Investments in available-for-sale securities, other than mortgage-backed and mortgage-related securities ⁽¹⁾		29,889			333		4.47			26,064			333		5.13
Mortgage-backed and mortgage-related securities		27,584			154		2.24			32,592			284		3.49
Federal Home Loan Bank and Bankers’ Bank stock		4,415			8		0.71			4,741			6		0.47
Loans, net		560,123			7,480		5.36			531,487			7,515		5.67
Total interest-earning assets		676,925			8,012		4.75			642,229			8,161		5.10
Noninterest-earning assets		39,731								39,621
Cash surrender value of life insurance		10,407								10,062
Total assets	$	727,063							$	691,912
Liabilities and Stockholders’ Equity:
Deposits:
Savings accounts	$	83,401		$	143		0.69	%	$	77,743		$	145		0.75	%
NOW accounts		18,807			14		0.29			16,603			12		0.31
Money market accounts		124,805			195		0.63			107,108			231		0.86
Certificate accounts		287,070			1,484		2.07			289,465			1,735		2.40
Total deposits		514,083			1,836		1.43			490,919			2,123		1.73
Federal Home Loan Bank advances and subordinated debentures		36,617			301		3.32			42,722			342		3.21
Advanced payments by borrowers for taxes and insurance		2,204			5		0.88			2,037			5		0.96
Securities sold under agreements to repurchase		25,582			55		0.87			20,248			47		0.92
Total interest-bearing liabilities		578,486			2,197		1.52			555,926			2,517		1.82
Demand deposits		68,133								57,479
Other liabilities		7,733								7,457
Total liabilities		654,352								620,862
Stockholders’ Equity		72,711								71,050
Total liabilities and stockholders’ equity	$	727,063							$	691,912
Net interest and dividend income/net interest rate spread				$	5,815		3.23	%				$	5,644		3.28	%
Net interest margin							3.45	%							3.53	%
Ratio of interest-earning assets to interest-bearing liabilities		117.02	%							115.52	%

⁽¹⁾ Reported on a tax equivalent basis, using a 34% tax rate.

Index

Rate/Volume Analysis

The following table sets forth the effects of changing rates and volumes on our net interest and dividend income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionately based on the changes due to rate and the changes due to volume.

	Quarter Ended June 30, 2012 Compared to Quarter Ended June 30, 2011
	Increase (Decrease) Due to
	Rate			Volume			Both			Net
	(In thousands)
Interest-earning assets:
Federal funds sold, interest-bearing deposits and marketable equity securities	$	36		$	15		$	(37	)	$	14
Investments in available-for-sale securities, other than mortgage-backed and mortgage-related securities		(162	)		185			(23	)		—
Mortgage-backed and mortgage-related securities		(408	)		(175	)		453			(130	)
Federal Home Loan Bank and Bankers’ Bank stock		11			(2	)		(7	)		2
Loans, net		(1,675	)		1,624			16			(35	)
Total interest-earning assets		(2,198	)		1,647			402			149

Interest-bearing liabilities:
Savings accounts		(48	)		42			4			(2	)
NOW accounts		(2	)		8			(4	)		2
Money market accounts		(255	)		153			66			(36	)
Certificate accounts		(956	)		(58	)		763			(251	)
Total Deposits		(1,261	)		145			829			(287	)
Federal Home Loan Bank advances and subordinated debentures		40			(200	)		119			(41	)
Advanced payments by borrowers for taxes and insurance		(2	)		2			—			—
Securities sold under agreements to repurchase		(11	)		49			(30	)		8
Total interest-bearing liabilities		(1,234	)		(4	)		918			(320	)
Increase in net interest and dividend income	$	(964	)	$	1,651			(516	)	$	171

Provision for Loan Losses

The provision for loan losses for the quarters ended June 30, 2012 and 2011 were $360,000 and $359,000, respectively. The additions to the allowance for loan losses reflected continued growth in the commercial loan portfolio and the challenging economic climate.

Noninterest Income

For the quarter ended June 30, 2012, noninterest income was $904,000 compared to $580,000 for the quarter ended June 30, 2011. Affecting noninterest income for the three months ended June 30, 2012 were gains of $197,000 on the sales of securities and $120,000 in gains on the sale of loans.

Index

Noninterest Expense

Noninterest expense for the quarter ended June 30, 2012 was $4.7 million compared to $4.6 million for the quarter ended June 30, 2011. The increase was due largely to $510,000 in merger related expenses, partially offset by a $154,000 decrease in salaries and benefits, a $77,000 decrease in occupancy and equipment expense, a $71,000 decrease in the FDIC insurance assessment and a $52,000 decrease in the write-down of other real estate owned. The Company’s efficiency ratio improved from 74.8% for the quarter ended June 30, 2011 to 71.4% for the current year quarter. Without the merger related expenses, the efficiency ratio would have improved to 63.7% this quarter.

Provision for Income Taxes

The Company recorded income tax expense of $730,000 and $411,000 for the quarters ended June 30, 2012 and 2011, respectively, with effective tax rates of 47.7% and 34.5%, respectively. The increase in the effective tax rate is due to merger related expenses that are not tax deductible.

Liquidity and Capital Resources

The term liquidity refers to the ability of the Company to meet current and future short-term financial obligations. The Company further defines liquidity as the ability to generate adequate amounts of cash to fund loan originations, deposit withdrawals and operating expenses. Liquidity management is both a daily and long-term function of business management. The Bank’s primary sources of liquidity are deposits, scheduled amortization and prepayments of loan principal and mortgage-related securities, funds provided by operations and borrowings. The Bank can borrow funds from the Federal Home Loan Bank based on eligible collateral of loans and securities. The Bank had Federal Home Loan Bank borrowings as of June 30, 2012 of $32.5 million, with unused borrowing capacity of $30.5 million.

The Company’s primary investing activities are the origination of loans and the purchase of mortgage and investment securities. During the three months ended June 30, 2012 and 2011 the Company originated loans, net of principal paydowns, of approximately $7.8 million and $3.5 million, respectively. Purchases of investment securities totaled $10.4 million and $7.5 million for the three months ended June 30, 2012 and 2011, respectively.

Loan repayment and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions and competition in the marketplace. These factors reduce the predictability of the timing of these sources of funds. Total deposits were $587.5 million at June 30, 2012, a $6.2 million increase from the $581.3 million balance at March 31, 2012.

At June 30, 2012, the Company had outstanding commitments to originate $23.9 million of loans, and unused lines of credit and undvanced funds on construction loans of approximately $54.2 million. In addition, the Company had $2.6 million of commercial letters of credit. Management of the Bank anticipates that the Bank will have sufficient funds to meet its current loan commitments. Retail certificates of deposit scheduled to mature in one year or less totaled $135.3 million, or 23.0% of total deposits at June 30, 2012. The Company relies on competitive rates, customer service and long-standing relationships with customers to retain deposits. Based on the Company’s experience with deposit retention and current retention strategies, management believes that, although it is not possible to predict future terms and conditions upon renewal, a significant portion of such deposits will remain with the Company.

Index

As of June 30, 2012, the Company and the Bank met all capital adequacy requirements to which they were subject. The Company’s capital amounts and ratios as of June 30, 2012 are presented in the following table.

(Dollar amounts in thousands)

				New England Bancshares, Inc.
	Required			Amount		Ratio
Tier 1 Capital		4	%	$	58,385		8.23	%
Total Risk-Based Capital		8	%	$	64,200		11.96	%
Tier 1 Risk-Based Capital		4	%	$	58,385		10.87	%

The Bank’s actual capital amounts and ratios as of June 30, 2012 are presented in the following table.

											To Be Well
											Capitalized Under
						For Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollar amounts in thousands)

Total Capital (to Risk Weighted Assets)	$	61,334		11.42	%	$	42,969		> 8.0	%	$	53,711		> 10.0	%
Tier 1 Capital (to Risk Weighted Assets)		55,519		10.34			21,484		> 4.0			32,227		> 6.0
Tier 1 Capital (to Average Assets)		55,519		7.83			28,365		> 4.0			35,456		> 5.0

Management is not aware of any known trends, events or uncertainties that will have or are reasonably likely to have a material effect on the Company’s or the Bank’s liquidity, capital or operations, nor is management aware of any current recommendations by regulatory authorities which, if implemented, would have a material effect on the Company’s or the Bank’s liquidity, capital or operations.

Off-Balance Sheet Arrangements

In the normal course of operations, the Bank engages in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in its financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, lines of credit and letters of credit.

For the three months ended June 30, 2012, the Bank did not engage in off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Index

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk Management

The Bank manages the interest rate sensitivity of its interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment. Deposit accounts typically react more quickly to changes in market interest rates than mortgage loans because of the shorter maturities of deposits. As a result, sharp increases in interest rates may adversely affect the Bank’s earnings while decreases in interest rates may beneficially affect its earnings. To reduce the potential volatility of its earnings, the Bank has sought to improve the match between asset and liability maturities and rates, while maintaining an acceptable interest rate spread. Also, the Bank attempts to manage its interest rate risk through: its investment portfolio; an increased focus on commercial and multi-family and commercial real estate lending, which emphasizes the origination of shorter-term adjustable-rate loans; and efforts to originate adjustable-rate residential mortgage loans. In addition, the Bank sells a portion of its originated long-term, fixed-rate one- to four-family residential loans in the secondary market. The Bank currently does not participate in hedging programs, interest rate swaps or other activities involving the use of off-balance sheet derivative financial instruments.

The Bank has an Asset/Liability Committee, which includes members of both the board of directors and management, to communicate, coordinate and control all aspects involving asset/liability management. The committees establishes and monitors the volume, maturities, pricing and mix of assets and funding sources with the objective of managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals.

Net Interest Income Simulation Analysis

The Bank analyzes its interest rate sensitivity position to manage the risk associated with interest rate movements through the use of interest income simulation. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest sensitive.” An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period.

The Bank’s goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest income. Interest income simulations are completed quarterly and presented to the Asset/Liability Committee. The simulations provide an estimate of the impact of changes in interest rates on net interest income under a range of assumptions. The numerous assumptions used in the simulation processes are reviewed by the Asset/Liability Committee on a quarterly basis. Changes to these assumptions can significantly affect the results of the simulation. The simulations incorporate assumptions regarding the potential timing in the repricing of certain assets and liabilities when market rates change and the changes in spreads between different market rates. The simulation analyses incorporate managements’ current assessment of the risk that pricing margins will change adversely over time due to competition or other factors.

The simulation analyses are only an estimate of the Bank’s interest rate risk exposure at a particular point in time. The Bank continually reviews the potential effect changes in interest rates could have on the repayment of rate sensitive assets and funding requirements of rate sensitive liabilities.

Index

Item 4. Controls and Procedures.

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that has materially affected or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings .

The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the Company’s financial condition or results of operations.

Item 1A. Risk Factors .

There have been no material changes in the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2012. The risks described in our Form 10-K are not the only risks facing the Company. Additional risks not presently known to the Company, or that we currently deem immaterial, may also adversely affect the Company’s business, financial condition or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds .

The Company repurchased 140,361 shares of its common stock in the quarter ended June 30, 2012 as follows:

For the three months ended June 30, 2012	Total shares repurchased		Average price paid per share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April		137,600	$	10.66		329,496		2,761
May		2,761		10.62		332,257		—
June		—		—		332,257		—
Total		140,361	$	10.65

Index

The Company’s stock repurchase program was authorized August 29, 2011 to repurchase 332,257 shares of the Company’s outstanding shares. Stock repurchases were made from time to time and were effected through open market purchases, block trades and in privately negotiated transactions.

Item 3. Defaults Upon Senior Securities .

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information .

None.

Index

Item 6. Exhibits .

2.1

Agreement and Plan of Merger by and between New England Bancshares, Inc. and United Financial Bancorp, Inc. ⁽⁴⁾

3.1

Articles of Incorporation of New England Bancshares, Inc. ⁽¹⁾

3.2

Bylaws of New England Bancshares, Inc. ⁽²⁾

4.1

Specimen stock certificate of New England Bancshares, Inc. ⁽²⁾

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer ⁽³⁾

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer ⁽³⁾

32.1

Section 1350 Certification of Chief Executive Officer ⁽³⁾

32.2

Section 1350 Certification of Chief Financial Officer ⁽³⁾

101

Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets as of June 30, 2012 and March 31, 2012, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended June 30, 2012 and 2011, (iii) the Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2012 and 2011, and (iv) the notes to the Condensed Consolidated Financial Statements. ⁽³⁾

⁽¹⁾

Incorporated by reference into this document from the Registration Statement on Form SB-2 (No. 333-128277) as filed on September 13, 2005.

⁽²⁾

Incorporated by reference into this document from Exhibit 3.1 to the Form 8-K as filed with the Securities and Exchange Commission on October 11, 2007.

⁽³⁾

This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

⁽⁴⁾

Incorporated by reference into this document from Exhibit 2.1 to the Form 8-K as filed by New England Bancshares, Inc. with the Securities and Exchange Commission on May 31, 2012.

Index

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEW ENGLAND BANCSHARES, INC.


Dated: August 14, 2012	By :/s/ Jeffrey J. Levitsky
	Jeffrey J. Levitsky
	Interim Chief Financial Officer
	(principal financial officer)


Dated: August 14, 2012	By :/s/ David J. O’Connor
	David J. O’Connor
	Chief Executive Officer

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