United Financial Bancorp 8-K/A Financial Statements and Exhibits

EXHIBIT 99.1

UNAUDITED COMBINED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL DATA

(AMOUNTS IN THOUSANDS)

The following unaudited combined condensed consolidated pro forma financial data and explanatory footnotes show information about United Financial Bancorp Inc.’s ("UFBI") financial position and operations, including per share data and financial ratios, after giving effect to the merger with New England Bancshares, Inc. ("NEBS").  The unaudited combined condensed consolidated pro forma financial data sets forth the information as if the merger had become effective on September 30, 2012, with respect to financial condition data, and at the beginning of the periods presented, with respect to operations data.  The pro forma financial data in the tables reflect application of the acquisition method of accounting.  Upon consummation of the merger on November 16, 2012, management of UFBI determined the fair market value of assets and liabilities based on appraisals and estimates.  This table should be read in conjunction with, and is qualified in its entirety by, the historical financial statements, including the notes thereto of UFBI and NEBS by reference in this document.

The acquisition method of accounting requires that all of NEBS’ assets and liabilities be adjusted to their fair market values as of the date of acquisition.  For purposes of the unaudited pro forma financial statements, the fair market value of assets and liabilities at September 30, 2012 is based upon the calculations completed after the consummation of the merger on November 16, 2012.  This information may not necessarily be indicative of the financial position or results of operations that would have occurred if the merger had been consummated on the date or at the beginning of the period indicated or which may be obtained in the future.

Unaudited Combined Condensed Consolidated Pro Forma Statement of Financial Condition

As of September 30, 2012 (*)

(In Thousands)

							Pro Forma
	UFBI			NEBS			Adjustments					Pro Forma
	Historical			Historical			Inc. (Dec.)					Combined
ASSETS
Cash and cash equivalents	$	28,344		$	71,030		$	(2,337	)	(1	)	$	97,037
Investment securities		330,311			53,190			-					383,501
Loans receivable, net		1,207,902			555,564			1,932		(2	)		1,765,398
Other real estate owned		1,349			1,049			-					2,398
Accrued interest receivable		4,770			2,350			-					7,120
Deferred tax asset, net		13,771			4,770			(242	)	(3	)		18,299
Stock in the Federal Home Loan Bank of Boston		14,454			4,100			-					18,554
Banking premises and equipment, net		18,145			5,871			(115	)	(4	)		23,901
Bank-owned life insurance		41,869			10,541			-					52,410
Core deposit intangible		257			744			3,012		(5	)		4,013
Goodwill		8,192			16,783			16,266		(6	)		41,241
Other assets		14,320			3,027			542		(4	)		17,889
Total assets	$	1,683,684		$	729,019		$	19,058				$	2,431,761
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits	$	1,275.160		$	584,268		$	6,830		(7	)	$	1,866,258
Federal Home Loan Bank of Boston advances		118,120			31,970			2,309		(8	)		152,399
Repurchased agreements		34,579			29,849			-					64,428
Subordinated debentures		5,608			3,931			192		(9	)		9,731
Accrued expenses and other liabilities		20,054			5,544			-					25,598
Total liabilities		1,453,521			655,562			9,331					2,118,414
Stockholders’ equity:
Preferred stock		-			-			-					-
Common stock		187			69			56		(10	)		312
Paid-in capital		183,476			60,026			(2,317	)	(10	)		241,185
Retained earnings		93,317			25,350			-					118,667
Unearned compensation		(9,523	)		(1,476	)		1,476		(10	)		(9,523	)
Treasury stock, at cost		(44,808	)		(11,121	)		11,121		(10	)		(44,808	)
Accumulated other comprehensive income, net of taxes		7,514			609			(609	)	(10	)		7,514
Total stockholders’ equity		230,163			73,457			9,727					313,347
Total liabilities and stockholders' equity	$	1,683,684		$	729,019		$	19,058				$	2,431,761
______________________

(*) Assumes that the acquisition of NEBS was completed as of the beginning of the period presented utilizing the acquisition method of accounting.  Estimated fair value adjustments for loans, premises and equipment, core deposit intangible, time deposits, borrowed funds and subordinated debentures were determined by the management of UFBI and NEBS.  The resulting premiums and discounts for purposes of the unaudited combined condensed consolidated pro forma financial data, where appropriate, are being amortized and accreted into income as more fully described in the notes below.  Actual fair value adjustments, where appropriate, will be determined as of the merger completion date and will be amortized and accreted into income.

(1)   Reflects a cash payment of $2,318,000 to holdings of in-the-money NEBS stock options and $18,960 of cash paid for fractional shares.

(2)   Represents the estimated fair value adjustment to loans, which includes an estimate of credit losses. Accordingly, the existing NEBS allowance for loan losses cannot be carried over. The estimated fair value adjustment to loans is $1.9 million, net of the elimination of the NEBS $5.0 million allowance for loan losses as well as write-offs of NEBS net deferred origination costs and existing fair value adjustments related to previous acquisitions.

(3)   Represents adjustments in the net deferred tax assets resulting from the fair value adjustments related to the acquired assets and liabilities, identifiable intangibles, and other deferred tax items. The actual tax liability adjustment will depend on facts and circumstances existing at the completion of the merger. The fair value adjustment in net deferred tax asset is calculated using an assumed tax rate of 40.9%.

(4)   Represents the difference between fair values and net carrying values of premises and equipment, mortgage servicing assets and other assets acquired in the acquisition.

(5)   Represents the elimination of existing identifiable intangibles of NEBS, offset by the recognition of the fair value of the core deposit intangible asset, which is assumed to be 1.2% of core deposit liabilities assumed. Core deposits are defined as total deposits less time deposits.

(6)   Calculated to reflect the acquisition accounting adjustments related to the acquisition of NEBS. The consideration paid to acquire NEBS consists of the issuance of 5,559,496 shares of UFBI’s common stock based upon the fixed exchange rate of 0.9575 established in the merger agreement and 5,807,684 common shares of NEBS outstanding at November 16, 2012. The value of United Financial’s common stock to be issued is based upon the closing stock price of $14.24 as of November 16, 2012.  Acquisition accounting adjustments assume that NEBS’ equity is eliminated and the purchase price, goodwill and intangible assets are reflected on the financial statements of UFBI pursuant to the application of acquisition accounting (amounts in thousands).

Assumptions/Inputs:			Note
Value of UFBI's common stock issued			$	79,167
Add: cash paid for fractional shares				19
Add: cash paid for NEBS' option holders				2,318
Total deal value as of 11-16-12 merger date				81,504
NEBS' net assets at fair value:
NEBS tangible common stockholders' equity				69,440
Fair value adjustments:
Write-off of goodwill	(6	)		(16,783	)
Write-off of other intangible assets	(5	)		(718	)
Loans	(2	)		1,932
Other assets	(4	)		427
Core deposit intangible	(5	)		3,730
Time deposits	(7	)		(6,830	)
FHLB borrowings	(8	)		(2,309	)
Trust preferred	(9	)		(192	)
Fair value adjustments				(20,743	)
Tax effect of fair value adjustments and other transaction related items	(3	)		(242	)
Total adjustment of net assets acquired				(20,985	)
Adjusted net assets acquired				48,455
Estimated goodwill			$	33,049

(7) Yield adjustment to reflect the difference between portfolio yields and market rates as of November 16, 2012 for time deposits acquired in the acquisition.  Yield adjustments were calculated using present value analysis.  Cash flow was discounted to present value using market rates for similar deposits.  The yield adjustment is the aggregate present value of the difference.

(8) Yield adjustments reflect the difference between portfolio yields and market rates as of November 16, 2012 for borrowings acquired in the acquisition.  Yield adjustments were based upon FHLB prepayment penalty indications as of November 16, 2012.

(9) Reflects the difference between the fair value and net carrying value of the trust preferred debt obligation.

(10) Reflects elimination of NEBS equity accounts.

Unaudited Combined Condensed Consolidated Pro Forma Income Statement

For the Year Ended December 31, 2011 (1)

						Pro Forma
	UFBI			NEBS		Adjustments					Pro Forma
	Historical			Historical		Inc. (Dec.)					Combined
Interest and dividend income:
Loans	$	58,220		$	30,247	$	(542	)	(2	)	$	87,925
Investments		12,728			2,053		-					14,781
Other interest-earning assets		126			148		-					274
Total interest and dividend income		71,074			32,448		(542	)				102,980
Interest expense:
Deposits		12,449			8,372		(3,455	)	(2	)		17,366
FHLB borrowings		4,513			1,571		-					6,084
Other borrowings		1,299			-		-					1,299
Total interest expense		18,261			9,943		(3,455	)				24,749
Net interest income before provision for loan losses		52,813			22,505		2,913					78,231
Provision for loan losses		3,242			1,584		-					4,826
Net interest income after provision for loan losses		49,571			20,921		2,913					73,405
Non-interest income:
Fee income on depositors’ accounts		5,554			1,334		-					6,888
Wealth management income		919			-		-					919
Income from bank-owned life insurance		1,642			357		-					1,999
Net gain on sales of loans		274			173		-					447
Net gain (loss) on sales/calls of securities		1			279		-					280
Impairment charges on securities		(99	)		-		-					(99	)
Other income		1,062			1,481		-					2,543
Total non-interest income		9,353			3,624		-					12,977
Non-interest expense:
Salaries and benefits		24,818			8,971		-					33,789
Occupancy expenses		3,317			3,304		(4	)	(2	)		6,617
Marketing expenses		1,797			453		-					2,250
Data processing expenses		3,970			699		-					4,669
Professional fees		2,174			959		-					3,133
FDIC insurance assessment		1,029			809		-					1,838
Core deposit intangible amortization		78			384		687		(2	)		1,149
Other expenses		6,879			2,672		-					9,551
Total non-interest expense		44,062			18,251		683		(3	)		62,996
Income before income taxes		14,862			6,294		2,230					23,386
Income tax expense		3,678			2,188		911		(2	)		6,777
Net income	$	11,184		$	4,106	$	1,319				$	16,609
Earnings per share:
Basic	$	0.75		$	0.69						$	0.81
Diluted	$	0.74		$	0.68						$	0.80
Weighted average shares outstanding:
Basic		14,929,714			5,927,714		(368,218	)				20,489,210		(4)
Diluted		15,198,702			6,001,977		(442,481	)				20,758,198		(4)

Unaudited Combined Condensed Consolidated Pro Forma Income Statement

For the Nine Months Ended September 30, 2012 (1)

(In Thousands)

					Pro Forma
	UFBI		NEBS		Adjustments					Pro Forma
	Historical		Historical		Inc. (Dec.)					Combined
Interest and dividend income:
Loans	$	42,750	$	22,334	$	116		(2	)	$	65,200
Investments		8,171		1,230		-					9,401
Other interest-earning assets		119		128		-					247
Total interest and dividend income		51,040		23,692		116					74,848
Interest expense:
Deposits		7,795		5,563		(1,401	)	(2	)		11,957
FHLB borrowings		2,431		823		-					3,254
Other borrowings		870		263		-					1,133
Total interest expense		11,096		6,649		(1,401	)				16,344
Net interest income before provision for loan losses		39,944		17,043		1,517					58,504
Provision for loan losses		2,450		1,087		-					3,537
Net interest income after provision for loan losses		37,494		15,956		1,517					54,967
Non-interest income:
Fee income on depositors’ accounts		4,389		1,141		-					5,530
Wealth management income		795		-		-					795
Income from bank-owned life insurance		1,324		255		-					1,579
Net gain on sale of loans		458		387		-					845
Net gain on sale of securities		27		456		-					483
Other income		661		393		-					1,054
Total non-interest income		7,654		2,632		-					10,286
Non-interest expense:
Salaries and benefits		19,103		6,769		-					25,872
Occupancy expenses		2,567		2,300		(3	)	(2	)		4,864
Marketing expenses		1,257		370		-					1,627
Data processing expenses		3,140		547		-					3,687
Professional fees		1,282		555		-					1,837
Acquisition related expenses		958		675		(1,633	)	(3	)		-
FDIC insurance assessment		800		341		-					1,141
Core deposit intangible amortization		53		260		415		(2	)		728
Other expenses		4,775		2,114		-					6,889
Total non-interest expense		33,935		13,931		(1,221	)				46,645
Income before income taxes		11,213		4,657		2,738					18,608
Income tax expense		2,853		1,742		1,118		(2	)		5,713
Net income	$	8,360	$	2,915	$	1,619				$	12,894
Earnings per share:
Basic	$	0.57	$	0.34						$	0.64
Diluted	$	0.56	$	0.33						$	0.63
Weighted average shares outstanding:
Basic		14,578,253		5,720,983		(161,487	)				20,137,749	(4)
Diluted		14,827,428		5,815,989		(256,493	)				20,386,924	(4)

(1)   Assumes that the acquisition of NEBS was completed as of the beginning of the period presented utilizing the acquisition method of accounting.  Fair value adjustments for loans, premises and equipment, core deposit intangible, time deposits, borrowed funds and subordinated debentures were determined by the management of UFBI and NEBS as of the merger completion date of November 16, 2012.  The resulting premiums and discounts for purposes of the unaudited combined condensed consolidated pro forma financial data, where appropriate, are being amortized and accreted into income as more fully described in the notes below.

(2)   The following table summarizes the estimated full year impact of the amortization (accretion) of the accretable acquisition accounting adjustments on the pro-forma income statement (in thousands).

							Amortization (Accretion)
Category	Premium/ (Discounts)			Estimated Life in Years		Amortization (Accretion) Method	Year Ended December 31, 2011			9 Months Ended September 30, 2012
Loans	$	680			3.6	EY	$	(542	)	$	116
Premises and equipment		(115	)		30.0	SL		(4	)		(3	)
Core deposit intangible		3,730			10.0	SYD		687			415
Time deposits		(6,830	)		1.5	SL		(3,455	)		(1,401	)

The straight line (“SL”) and sum of the years digits (“SYD”) methods were utilized in preparing the pro forma statement of income for amortizing and/or accreting the related acquisition accounting adjustments for all categories except loans.  Loan accretion was determined using the effective interest method and the contractual lives.

The following table summarizes the estimated impact of the amortization/(accretion) of the acquisition accounting adjustments made in connection with the merger on UFBI’s results of operations for the following years assuming such transaction was effected on January 1, 2011 (in thousands).

Projected Future Amounts			Net			Net Decrease
for the Years Ended	Amortization		Amortization			in Income
December 31,	of Intangibles		(Accretion)			Before Taxes
2011	$	687	$	(4,001	)	$	(3,314	)
2012		553		(1,718	)		(1,165	)
2013		446		(833	)		(387	)
2014		400		(228	)		172
2015		359		64			423
thereafter		1,285		450			1,735

(3) Non-interest expenses do not include NEBS’s one-time merger and integration expenses totaling $7.4 million ($4.7 million after tax).  These expenses are reflected as adjustments to cash and equity on the balance sheet in these pro forma financial statements.  UFBI will incur approximately $5.4 million ($4.0 million after tax) in total transaction costs as a result of the merger.  Through December 31, 2012 UFBI and NEBS have recognized transaction costs totaling $5.0 million and $7.4 million, respectively.

A summary of UFBI’s transaction costs is as follows (in thousands):

Merger related compensation and benefits	$	2,389
Professional fees		2,229
Other merger related expenses		334
Estimated pre-tax transaction costs		4,952
Less related tax benefit		990
Estimated transaction costs, net of taxes	$	3,962

(4) Basic and diluted weighted average common shares outstanding were determined by adding the number of shares issued to NEBS to UFBI’s historical weighted average basic and diluted outstanding common shares.