Western New England Bancorp, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - Western New England Bancorp, Inc.	ex32-2.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Western New England Bancorp, Inc.	ex32-1.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - Western New England Bancorp, Inc.	ex31-2.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Western New England Bancorp, Inc.	ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2017

☐	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 001-16767

Western New England Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	73-1627673
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

141 Elm Street, Westfield, Massachusetts 01086

(Address of principal executive offices)

(Zip Code)

(413) 568-1911

(Registrant’s telephone number, including area code)

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 preceding 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 ☒ No ☐

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 ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐

Smaller reporting company ☐	Emerging growth company ☐

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

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

At August 7, 2017, the registrant had 31,070,107 shares of common stock, $0.01 par value, issued and outstanding.

TABLE OF CONTENTS

		Page

FORWARD-LOOKING STATEMENTS		i

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements of Western New England Bancorp, Inc. and Subsidiaries

	Consolidated Balance Sheets (Unaudited) – June 30, 2017 and December 31, 2016	1

	Consolidated Statements of Net Income (Unaudited) – Three and Six Months Ended June 30, 2017 and 2016	2

	Consolidated Statements of Comprehensive Income (Unaudited) – Three and Six Months Ended June 30, 2017 and 2016	3

	Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) –Six Months Ended June 30, 2017 and 2016	4

	Consolidated Statements of Cash Flows (Unaudited) – Six Months Ended June 30, 2017 and 2016	5

	Notes to Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44

Item 4.	Controls and Procedures	44

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3.	Defaults upon Senior Securities	45

Item 4.	Mine Safety Disclosures	45

Item 5.	Other Information	45

Item 6.	Exhibits	46

FORWARD–LOOKING STATEMENTS

We may, from time to time, make written or oral “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements contained in our filings with the Securities and Exchange Commission (the “SEC”), our reports to shareholders and in other communications by us. This Quarterly Report on Form 10-Q contains “forward-looking statements,” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “would,” “plan,” “estimate,” “potential” and other similar expressions. Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operation and business that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to:

●

changes in the interest rate environment that reduce margins;

●

changes in the regulatory environment;

●

the highly competitive industry and market area in which we operate;

●

general economic conditions, either nationally or regionally, resulting in, among other things, a deterioration in credit quality;

●

changes in business conditions and inflation;

●

changes in credit market conditions;

●

the inability to realize expected cost savings or achieve other anticipated benefits in connection with business combinations and other acquisitions;

●

changes in the securities markets which affect investment management revenues;

●

increases in Federal Deposit Insurance Corporation deposit insurance premiums and assessments could adversely affect our financial condition;

●

changes in technology used in the banking business;

●

the soundness of other financial services institutions which may adversely affect our credit risk;

●

certain of our intangible assets may become impaired in the future;

●

our controls and procedures may fail or be circumvented;

●

new line of business or new products and services, which may subject us to additional risks;

●

changes in key management personnel which may adversely impact our operations;

●

the effect on our operations of governmental legislation and regulation, including changes in accounting regulation or standards, the nature and timing of the adoption and effectiveness of new requirements under the Dodd-Frank Act Wall Street Reform and Consumer Protection Act of 2010, Basel guidelines, capital requirements and other applicable laws and regulations;

●

severe weather, natural disasters, acts of war or terrorism and other external events which could significantly impact our business; and

●

other factors detailed from time to time in our SEC filings.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from the results discussed in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - UNAUDITED

(Dollars in thousands, except share data)

	June 30,			December 31,
	2017			2016
ASSETS
CASH AND DUE FROM BANKS	$	16,444		$	23,297
FEDERAL FUNDS SOLD		716			4,388
INTEREST-BEARING DEPOSITS AND OTHER SHORT-TERM INVESTMENTS		2,247			42,549
CASH AND CASH EQUIVALENTS		19,407			70,234

SECURITIES AVAILABLE-FOR-SALE – AT FAIR VALUE		303,395			300,115
FEDERAL HOME LOAN BANK OF BOSTON AND OTHER RESTRICTED STOCK - AT COST		16,075			16,124
LOANS - Net of allowance for loan losses of $10,418 and $10,068 at June 30, 2017 and December 31, 2016, respectively		1,598,246			1,556,416
PREMISES AND EQUIPMENT, Net		23,754			20,885
ACCRUED INTEREST RECEIVABLE		5,594			5,782
BANK-OWNED LIFE INSURANCE		67,858			66,938
DEFERRED TAX ASSET, Net		15,840			16,159
GOODWILL		12,487			13,747
CORE DEPOSIT INTANGIBLE		4,250			4,438
OTHER ASSETS		6,557			5,180
TOTAL ASSETS	$	2,073,463		$	2,076,018

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
DEPOSITS :
Non-interest-bearing	$	299,493		$	303,993
Interest-bearing		1,195,844			1,214,078
Total deposits		1,495,337			1,518,071

SHORT-TERM BORROWINGS		191,008			172,351
LONG-TERM DEBT		117,704			124,836
OTHER LIABILITIES		18,213			22,364
TOTAL LIABILITIES		1,822,262			1,837,622

SHAREHOLDERS’ EQUITY:
Preferred stock - $0.01 par value, 5,000,000 shares authorized, none outstanding at June 30, 2017 and December 31, 2016		—			—
Common stock - $0.01 par value, 75,000,000 shares authorized, 31,070,107 shares issued and outstanding at June 30, 2017; 30,380,231 shares issued and outstanding at December 31, 2016		311			304
Additional paid-in capital		209,425			205,996
Unearned compensation – ESOP		(6,105	)		(6,418	)
Unearned compensation – Equity Incentive Plan		(1,109	)		(536	)
Retained earnings		58,786			51,711
Accumulated other comprehensive loss		(10,107	)		(12,661	)
TOTAL SHAREHOLDERS’ EQUITY:		251,201			238,396
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,073,463		$	2,076,018

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF NET INCOME – UNAUDITED

(Dollars in thousands, except per share data)

	Three Months					Six Months
	Ended June 30,					Ended June 30,
	2017		2016			2017			2016
INTEREST AND DIVIDEND INCOME:
Residential and commercial real estate loans	$	13,406	$	6,924		$	26,568		$	13,436
Commercial and industrial loans		2,721		1,674			5,297			3,370
Consumer loans		84		41			173			83
Debt securities, taxable		1,871		1,679			3,700			4,106
Debt securities, tax-exempt		25		28			56			104
Equity securities		35		43			70			95
Other investments - at cost		166		136			329			268
Federal funds sold, interest-bearing deposits and other short-term investments		19		29			92			53
Total interest and dividend income		18,327		10,554			36,285			21,515
INTEREST EXPENSE:
Deposits		2,059		1,535			4,068			3,007
Long-term debt		549		461			1,100			1,303
Short-term borrowings		976		556			1,871			960
Total interest expense		3,584		2,552			7,039			5,270
Net interest and dividend income		14,743		8,002			29,246			16,245
PROVISION FOR LOAN LOSSES		350		625			650			25
Net interest and dividend income after provision for loan losses		14,393		7,377			28,596			16,220

NON-INTEREST INCOME (LOSS):
Service charges and fees		1,549		859			3,075			1,743
Income from bank-owned life insurance		480		403			919			764
Loss on prepayment of borrowings		—		—			—			(915	)
Gain (loss) on sales of securities, net		46		(2	)		(18	)		683
Other income		—		—			116			—
Total non-interest income		2,075		1,260			4,092			2,275
NON-INTEREST EXPENSE:
Salaries and employee benefits		6,239		3,845			12,464			7,652
Occupancy		917		564			1,924			1,157
Furniture and equipment		366		247			739			481
Data processing		669		380			1,060			764
Professional fees		681		545			1,277			1,061
FDIC insurance assessment		186		190			303			380
Merger related expenses		216		929			626			1,083
Advertising		385		262			633			504
Other		1,637		1,036			3,240			1,988
Total non-interest expense		11,296		7,998			22,266			15,070
INCOME BEFORE INCOME TAXES		5,172		639			10,422			3,425
INCOME TAX PROVISION		1,416		250			1,563			1,072
NET INCOME	$	3,756	$	389		$	8,859		$	2,353

EARNINGS PER COMMON SHARE:
Basic earnings per share	$	0.13	$	0.02		$	0.30		$	0.14
Weighted average shares outstanding		29,980,518		17,337,955			29,790,164			17,321,022
Diluted earnings per share	$	0.12	$	0.02		$	0.30		$	0.14
Weighted average diluted shares outstanding		30,120,025		17,337,955			30,000,280			17,321,022

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – UNAUDITED

(Dollars in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016

Net income	$	3,756		$	389		$	8,859		$	2,353

Other comprehensive income (loss):
Unrealized gains on securities:
Unrealized holding gains on available for sale securities		1,326			2,606			1,752			6,179
Reclassification adjustment for loss (gain) realized in income⁽¹⁾		(46	)		2			18			(683	)
Amortization of net unrealized loss on held-to-maturity securities⁽²⁾		—			—			—			26
Net unrealized loss upon transfer of held-to-maturity to available-for-sale⁽³⁾		—			—			—			2,288
Net unrealized gains		1,280			2,608			1,770			7,810
Tax effect		(481	)		(895	)		(527	)		(2,692	)
Net-of-tax amount		799			1,713			1,243			5,118

Derivative instruments:
Change in fair value of derivatives used for cash flow hedges		(346	)		(729	)		(293	)		(3,280	)
Reclassification adjustment for loss realized in interest expense⁽⁴⁾		249			90			523			185
Reclassification adjustment for termination fee realized in interest expense⁽⁵⁾		266			266			530			418
Net adjustments relating to derivative instruments		169			(373	)		760			(2,677	)
Tax effect		(67	)		127			165			910
Net-of-tax amount		102			(246	)		925			(1,767	)

Defined benefit pension plans:
Amortization of defined benefit plans actuarial loss⁽⁶⁾		51			31			102			47
Tax effect		(21	)		(10	)		284			(16	)
Net-of-tax amount		30			21			386			31

Other comprehensive income		931			1,488			2,554			3,382

Comprehensive income	$	4,687		$	1,877		$	11,413		$	5,735

(1) Realized gains and losses on available-for-sale securities is recognized as a component of non-interest income. The tax effects applicable to net realized (loss) gains were $19,000 and $(1) for the three months ended June 30, 2017 and 2016, respectively. The tax effects applicable to net realized (loss) gains was $(7,000) and $235,000 for the six months ended June 30, 2016 and 2015, respectively.

(2) Amortization of net unrealized (loss) gain on held-to-maturity securities is recognized as a component of interest income on debt securities. Income tax effects associated with the reclassification adjustments were $(9,000) for the six months ended June 30, 2016.

(3) Income tax effect associated with the reclassification adjustments upon transfer of held-to-maturity to available-for-sale was $790,000 for the six months ended June 30, 2016.

(4) Loss realized in interest expense on derivative instruments is recognized as a component of interest expense on short-term debt. Income tax effects associated with the reclassification adjustment were $102,000 and $31,000 for the three months ended June 30, 2017 and 2016, respectively. Income tax effects associated with the reclassification adjustment were $214,000 and $163,000 for the six months ended June 30, 2017 and 2016, respectively.

(5) Loss realized in interest expense on derivative instruments is recognized as a component of interest expense on short-term debt. Income tax effects associated with the reclassification adjustment were $107,000 and $90,000 for the three months ended June 30, 2017 and 2016, respectively. Income tax effects associated with the reclassification adjustment were $215,000 and $142,000 for the six months ended June 30, 2017 and 2016, respectively.

(6) Amounts represent the reclassification of defined benefit plans amortization and have been recognized as a component of salaries and employee benefit expense. Income tax effects associated with the reclassification adjustments were $21,000 and $10,000 for the three months ended June 30, 2017 and 2016, respectively. Income tax effects associated with the reclassification adjustments were $42,000 and $16,000 for the six months ended June 30, 2017 and 2016, respectively.

Tax rate on reclassification adjustments was 40.85% for the 2017 period and 34.0% for the comparable 2016 period.

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - UNAUDITED

SIX MONTHS ENDED JUNE 30, 2017 AND 2016

(Dollars in thousands, except share data)

	Common Stock											Unearned						Accumulated
	Shares		Par Value			Additional Paid-in Capital			Unearned Compensation- ESOP			Compensation- Equity Incentive Plan			Retained Earnings			Other Comprehensive Loss			Total

BALANCE AT DECEMBER 31, 2015	18,267,747		$	183		$	108,210		$	(6,952	)	$	(313	)	$	49,316		$	(10,978	)	$	139,466
Comprehensive income	—			—			—			—			—			2,353			3,382			5,735
Common stock held by ESOP committed to be released (74,430 shares)	—			—			44			257			—			—			—			301
Share-based compensation - equity incentive plan	—			—			—			—			101			—			—			101
Excess tax benefit from equity incentive plan	—			—			4			—			—			—			—			4
Issuance of common stock in connection with equity incentive plan	62,740			1			484			—			(485	)		—			—			—
Cash dividends declared and paid ($0.06 per share)	—			—			—			—			—			(1,038	)		—			(1,038	)
BALANCE AT JUNE 30, 2016	18,330,487		$	184		$	108,742		$	(6,695	)	$	(697	)	$	50,631		$	(7,596	)	$	144,569

BALANCE AT DECEMBER 31, 2016	30,380,231		$	304		$	205,996		$	(6,418	)	$	(536	)	$	51,711		$	(12,661	)	$	238,396
Comprehensive income	—			—			—			—			—			8,859			2,554			11,413
Common stock held by ESOP committed to be released (93,679 shares)	—			—			141			313			—			—			—			454
Share-based compensation - equity incentive plan	—			—			—			—			331			—			—			331
Common stock repurchased	(321,015	)		(3	)		(3,071	)		—			—			—			—			(3,074	)
Issuance of common stock in connection with stock option exercises	921,849			9			5,456			—			—			—			—			5,465
Issuance of common stock in connection with equity incentive plan	89,042			1			903			—			(904	)		—			—			—
Cash dividends declared and paid ($0.06 per share)	—			—			—			—			—			(1,784	)		—			(1,784	)
BALANCE AT JUNE 30, 2017	31,070,107		$	311		$	209,425		$	(6,105	)	$	(1,109	)	$	58,786		$	(10,107	)	$	251,201

See accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(Dollars in thousands)

	Six Months Ended June 30,
	2017			2016
OPERATING ACTIVITIES:
Net income	$	8,859		$	2,353
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		650			25
Depreciation and amortization of premises and equipment		970			648
Accretion of purchase accounting adjustments, net		(998	)		—
Amortization of core deposit intangible		188			—
Net amortization of premiums and discounts on securities and mortgage loans		1,964			1,950
Net amortization of premiums on modified debt		—			52
Share-based compensation expense		331			101
ESOP expense		454			301
Excess tax benefits from equity incentive plan		—			(4	)
Net loss (gains) on sales of securities		18			(683	)
Loss on sale of other real estate owned		6			—
Loss on prepayment of borrowings		—			915
Deferred income tax benefit		(973	)		—
Income from bank-owned life insurance		(919	)		(764	)
Changes in assets and liabilities:
Accrued interest receivable		188			166
Other assets		(1,668	)		(510	)
Other liabilities		(2,768	)		(3,498	)
Net cash provided by operating activities		6,302			1,052

INVESTING ACTIVITIES:
Securities, held to maturity:
Proceeds from calls, maturities, and principal collections		—			6,835
Securities, available for sale:
Purchases		(44,621	)		(39,094	)
Proceeds from sales		4,576			136,824
Proceeds from calls, maturities, and principal collections		36,571			26,258
Purchase of residential mortgages		(34,375	)		(70,437	)
Loan originations and principal payments, net		(7,786	)		(16,895	)
Redemption of Federal Home Loan Bank of Boston stock		49			3,807
Proceeds from sale of other real estate owned		292			—
Purchases of premises and equipment		(1,445	)		(328	)
Proceeds from sale of premises and equipment		—			20
Net cash (used in) provided by investing activities		(46,739	)		46,990

FINANCING ACTIVITIES:
Net (decrease) increase in deposits		(22,216	)		20,549
Net change in short-term borrowings		18,657			16,300
Repayment of long-term debt		(8,221	)		(76,414	)
Proceeds from long-term debt		1,238			121
Cash dividends paid		(1,784	)		(1,038	)
Common stock repurchased		(3,529	)		—
Issuance of common stock in connection with stock option exercises		5,465			—
Excess tax benefits in connection with equity incentive plan		—			4
Net cash used in financing activities		(10,390	)		(40,478	)

NET CHANGE IN CASH AND CASH EQUIVALENTS:		(50,827	)		7,564
Beginning of period		70,234			13,703
End of period	$	19,407		$	21,267

Supplemental cashflow information:
Securities reclassified from held-to-maturity to available-for-sale	$	—		$	(232,817	)
Net change in cash due to broker for common stock repurchased		(455	)		—
Interest paid		7,028			5,402
Taxes paid		3,148			1,845

See the accompanying notes to unaudited consolidated financial statements.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations – Western New England Bancorp, Inc. (“Western New England Bancorp,” “WNEB,” the “Company,” “we” or “us”) is a Massachusetts-chartered stock holding company for Westfield Bank, a federally chartered stock savings bank (the “Bank”).

The Bank’s deposits are insured to the limits specified by the Federal Deposit Insurance Corporation (“FDIC”). The Bank operates 21 banking offices in western Massachusetts and northern Connecticut, and its primary sources of revenue are earnings on loans to small and middle-market businesses and to residential property homeowners and income from securities.

Wholly-Owned Subsidiaries and Acquisition – Elm Street Securities Corporation, WFD Securities, Inc. and CSB Colts, Inc., are Massachusetts-chartered securities corporations, formed for the primary purpose of holding qualified securities. WB Real Estate Holdings, LLC, is a Massachusetts-chartered limited liability company that holds real property acquired as security for debts previously contracted by the Bank. On October 21, 2016, we acquired Chicopee Bancorp, Inc. (“Chicopee”), the holding company for Chicopee Savings Bank. The acquisition added eight full-service banking offices located in western Massachusetts.

Principles of Consolidation – The unaudited consolidated financial statements include the accounts of Western New England Bancorp, the Bank, CSB Colts, Inc., Elm Street Securities Corporation, WB Real Estate Holdings, LLC and WFD Securities, Inc. All material intercompany balances and transactions have been eliminated in consolidation.

Estimates – The preparation of unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of income and expenses for both at the date of the unaudited consolidated financial statements. Actual results could differ from those estimates. Estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses, other-than-temporary impairment of securities, and the realizability of deferred tax assets.

Basis of Presentation – In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our financial condition as of June 30, 2017, and the results of operations, changes in shareholders’ equity and cash flows for the interim periods presented. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results of operations for the year ending December 31, 2017. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission.

These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2016, included in our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”).

Reclassifications – Amounts in the prior period financial statements are reclassified when necessary to conform to the current year presentation.

2. EARNINGS PER SHARE

Basic earnings per share represent income available to shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential shares had been issued, as well as any adjustment to income that would result from the assumed issuance. No dilutive potential shares were outstanding during the periods presented. Share-based compensation awards that qualify as participating securities (entitled to receive non-forfeitable dividends) are included in basic earnings per share.

Earnings per common share for the three and six months ended June 30, 2017 and 2016 have been computed based on the following:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
	(In thousands, except per share data)

Net income applicable to common stock	$	3,756		$	389		$	8,859		$	2,353

Average number of common shares issued		30,882			18,294			30,696			18,281
Less: Average unallocated ESOP Shares		(861	)		(945	)		(873	)		(954	)
Less: Average unvested equity incentive plan shares		(41	)		(11	)		(33	)		(5	)

Average number of common shares outstanding used to calculate basic earnings per common share		29,980			17,338			29,790			17,322

Effect of dilutive equity incentive plan		—			—			6			—
Effect of dilutive stock options		140			—			204			—

Average number of common shares outstanding used to calculate diluted earnings per common share		30,120			17,338			30,000			17,322

Basic earnings per share	$	0.13		$	0.02		$	0.30		$	0.14
Diluted earnings per share	$	0.12		$	0.02		$	0.30		$	0.14

3. COMPREHENSIVE INCOME/LOSS

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

The components of accumulated other comprehensive loss included in shareholders’ equity are as follows:

	June 30, 2017			December 31, 2016
	(In thousands)

Net unrealized losses on securities available-for-sale	$	(4,093	)	$	(5,863	)
Tax effect		1,497			2,024
Net-of-tax amount		(2,596	)		(3,839	)

Fair value of derivatives used for cash flow hedges		(2,922	)		(3,152	)
Termination fees on forward starting interest rate swaps		(4,203	)		(4,733	)
Total derivatives		(7,125	)		(7,885	)
Tax effect		2,846			2,681
Net-of-tax amount		(4,279	)		(5,204	)

Unrecognized actuarial loss on defined benefit plan		(5,380	)		(5,482	)
Tax effect		2,148			1,864
Net-of-tax amount		(3,232	)		(3,618	)

Accumulated other comprehensive loss	$	(10,107	)	$	(12,661	)

The following table presents changes in accumulated other comprehensive loss for the periods ended June 30, 2017 and 2016 by component:

	Securities			Derivatives			Defined Benefit Plans			Accumulated Other Comprehensive Loss
	(In thousands)
Balance at December 31, 2015	$	(3,046	)	$	(5,501	)	$	(2,431	)	$	(10,978	)
Current-period other comprehensive income (loss)		5,118			(1,767	)		31			3,382
Balance at June 30, 2016	$	2,072		$	(7,268	)	$	(2,400	)	$	(7,596	)

Balance at December 31, 2016	$	(3,839	)	$	(5,204	)	$	(3,618	)	$	(12,661	)
Current-period other comprehensive income		1,243			925			386			2,554
Balance at June 30, 2017	$	(2,596	)	$	(4,279	)	$	(3,232	)	$	(10,107	)

4. SECURITIES

Securities available-for-sale are summarized as follows:

	June 30, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Available-for-sale securities:
Government-sponsored mortgage-backed securities	$	205,940	$	114	$	(3,193	)	$	202,861
U.S. government guaranteed mortgage-backed securities		16,714		—		(453	)		16,261
Corporate bonds		49,525		524		(59	)		49,990
State and municipal bonds		3,504		22		(44	)		3,482
Government-sponsored enterprise obligations		25,150		—		(721	)		24,429
Mutual funds		6,655		—		(283	)		6,372
Total available-for-sale	$	307,488	$	660	$	(4,753	)	$	303,395

	December 31, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Available-for-sale securities:
Government-sponsored mortgage-backed securities	$	184,127	$	33	$	(4,024	)	$	180,136
U.S. government guaranteed mortgage-backed securities		17,753		—		(403	)		17,350
Corporate bonds		50,255		265		(203	)		50,317
State and municipal bonds		4,117		13		(122	)		4,008
Government-sponsored enterprise obligations		43,140		—		(1,132	)		42,008
Mutual funds		6,586		—		(290	)		6,296
Total available-for-sale securities	$	305,978	$	311	$	(6,174	)	$	300,115

Our repurchase agreements are collateralized by government-sponsored enterprise obligations and certain mortgage-backed securities (see Note 8).

The amortized cost and fair value of securities available-for-sale at June 30, 2017, by maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers have the right to call or repay obligations.

	June 30, 2017
	Amortized Cost		Fair Value
	(In thousands)
Mortgage-backed securities:
Due after one year through five years	$	27,831	$	27,740
Due after five years through ten years		7,522		7,463
Due after ten years		187,301		183,919
Total	$	222,654	$	219,122

Debt securities:
Due in one year or less	$	3,859	$	3,884
Due after one year through five years		28,260		28,525
Due after five years through ten years		39,309		38,906
Due after ten years		6,751		6,586
Total	$	78,179	$	77,901

Gross realized gains and losses on sales of securities available-for-sale for the three and six months ended June 30, 2017 and 2016 are as follows:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2017		2016			2017			2016
	(In thousands)

Gross gains realized	$	46	$	—		$	46		$	1,520
Gross losses realized		—		(2	)		(64	)		(837	)
Net gain realized	$	46	$	(2	)	$	(18	)	$	683

Proceeds from the sale of securities available-for-sale amounted to $4.6 million and $136.8 million for the six months ended June 30, 2017 and 2016, respectively.

Information pertaining to securities with gross unrealized losses at June 30, 2017 and December 31, 2016, aggregated by investment category and length of time that individual securities have been in a continuous loss position are as follows:

	June 30, 2017
	Less Than 12 Months				Over 12 Months
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
	(In thousands)

Available-for-sale:
Government-sponsored mortgage-backed securities	$	2,447	$	150,960	$	746	$	21,022
U.S. government guaranteed mortgage-backed securities		188		10,568		265		5,692
Corporate bonds		59		6,678		—		—
State and municipal bonds		44		1,557		—		—
Government-sponsored enterprise obligations		721		24,429		—		—
Mutual funds		60		3,485		223		2,888
Total available-for-sale	$	3,519	$	197,677	$	1,234	$	29,602

	December 31, 2016
	Less Than 12 Months				Over 12 Months
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
	(In thousands)

Available-for-sale:
Government-sponsored mortgage-backed securities	$	3,016	$	147,691	$	1,008	$	27,303
U.S. government guaranteed mortgage-backed securities		192		12,536		211		4,814
Corporate bonds		203		18,481		—		—
State and municipal bonds		95		1,507		27		305
Government-sponsored enterprise obligations		1,132		42,008		—		—
Mutual funds		79		3,429		211		2,867
Total available-for-sale	$	4,717	$	225,652	$	1,457	$	35,289

	June 30, 2017
	Less Than 12 Months								Over 12 Months
	Number of Securities	Amortized Cost Basis		Gross Loss		Depreciation from Amortized Cost Basis (%)			Number of Securities	Amortized Cost Basis		Gross Loss		Depreciation from Amortized Cost Basis (%)
	(Dollars in thousands)

Government sponsored mortgage-backed securities	58	$	153,407	$	2,447		1.6	%	9	$	21,768	$	746		3.4	%
U.S. government guaranteed mortgage-backed securities	3		10,756		188		1.7		3		5,957		265		4.4
Government sponsored enterprise obligations	9		25,150		721		2.9		0		—		—		—
Corporate bonds	3		6,737		59		0.9		0		—		—		—
State and municipal bonds	3		1,601		44		2.7		0		—		—		—
Mutual funds	1		3,545		60		1.7		2		3,111		223		7.2
		$	201,196	$	3,519					$	30,836	$	1,234

These unrealized losses are the result of changes in interest rates and not credit quality. Because we do not intend to sell the securities and it is more likely than not that we will not be required to sell the investments before recovery of their amortized cost basis, no declines are deemed to be other-than-temporary.

5. LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans consisted of the following amounts:	June 30,			December 31,
	2017			2016
	(In thousands)
Commercial real estate	$	716,831		$	720,741
Residential real estate:
Residential		545,966			522,083
Home equity		92,240			92,083
Commercial and industrial		244,014			222,286
Consumer		4,531			4,424
Total Loans		1,603,582			1,561,617
Unearned premiums and deferred loan fees and costs, net		5,082			4,867
Allowance for loan losses		(10,418	)		(10,068	)
	$	1,598,246		$	1,556,416

During the six months ended June 30, 2017 and 2016, we purchased residential real estate loans aggregating $34.4 million and $70.4 million, respectively.

We have transferred a portion of our originated commercial real estate and commercial and industrial loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in our accompanying unaudited consolidated balance sheets. We share ratably with our participating lenders in any gains or losses that may result from a borrower’s lack of compliance with contractual terms of the loan. We continue to service the loans on behalf of the participating lenders and, as such, collect cash payments from the borrowers, remit payments (net of servicing fees) to participating lenders and disburse required escrow funds to relevant parties. At June 30, 2017 and December 31, 2016, we serviced commercial loans for participants aggregating $33.9 million and $42.6 million, respectively.

Mortgage loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid balances of these loans totaled $69.9 million and $75.2 million at June 30, 2017 and December 31, 2016, respectively. Service fee income of $34,000 and $2,000 was recorded for the six months ended June 30, 2017 and 2016, respectively, and is included in service charges and fees on the consolidated statements of net income.

Residential real estate mortgages are originated by the Bank both for its portfolio and for sale into the secondary market. The Bank may sell its loans to institutional investors such as the Federal Home Loan Mortgage Corporation. Under loan sale and servicing agreements with the investor, the Bank generally continues to service the residential real estate mortgages. The Bank pays the investor an agreed upon rate on the loan, which is less than the interest rate received from the borrower. The Bank retains the difference as a fee for servicing the residential real estate mortgages. The Bank capitalizes mortgage servicing rights at their fair value upon sale of the related loans, amortizes the asset over the estimated life of the serviced loan, and periodically assesses the asset for impairment. The significant assumptions used by a third party to estimate the fair value of capitalized servicing rights at June 30, 2017, include weighted average prepayment speed for the portfolio using the Public Securities Association Standard Prepayment Model (203 PSA), weighted average internal rate of return (10.05%), weighted average servicing fee (0.2501%), and average net cost to service loans ($58.30 per loan). The estimated fair value of capitalized servicing rights may vary significantly in subsequent periods primarily due to changing market interest rates, and their effect on prepayment speeds and discount rates.

A summary of the activity in the balances of mortgage servicing rights follows:

	Three Months Ended June 30, 2017			Six Months Ended June 30, 2017
	(In thousands)

Balance at the beginning of period:	$	436		$	465
Capitalized mortgage servicing rights		—			—
Amortization		(28	)		(57	)
Balance at the end of period	$	408		$	408
Fair value at the end of period	$	570		$	570

Prior to the acquisition of Chicopee in 2016, mortgage servicing rights were not material to the consolidated financial statements, and therefore, were not recorded.

Loans are recorded at the principal amount outstanding, adjusted for charge-offs, unearned premiums and deferred loan fees and costs. Interest on loans is calculated using the effective yield method on daily balances of the principal amount outstanding and is credited to income on the accrual basis to the extent it is deemed collectable. Our general policy is to discontinue the accrual of interest when principal or interest payments are delinquent 90 days or more based on the contractual terms of the loan, or earlier if the loan is considered impaired. Any unpaid amounts previously accrued on these loans are reversed from income. Subsequent cash receipts are applied to the outstanding principal balance or to interest income if, in the judgment of management, collection of the principal balance is not in question. Loans are returned to accrual status when they become current as to both principal and interest and perform in accordance with contractual terms for a period of at least six months, reducing the concern as to the collectability of principal and interest. Loan fees and certain direct loan origination costs are deferred, and the net fee or cost is recognized as an adjustment to interest income over the estimated average lives of the related loans.

The allowance for loan losses is established through provisions for loan losses charged to expense. Loans are charged-off against the allowance when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of general, allocated, and unallocated components, as further described below.

General component

The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: residential real estate (includes one-to-four family and home equity), commercial real estate, commercial and industrial, and consumer. Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: trends in delinquencies and nonperforming loans; trends in volume and terms of loans; effects of changes in risk selection and underwriting standards and other changes in lending policies, procedures and practices; and national and local economic trends and industry conditions. There were no changes in our policies or methodology pertaining to the general component of the allowance for loan losses during the periods presented for disclosure.

The qualitative factors are determined based on the various risk characteristics of each loan segment. Risk characteristics relevant to each portfolio segment are as follows:

Residential real estate – We require private mortgage insurance for all loans originated with a loan-to-value ratio greater than 80% and we do not grant subprime loans. All loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment. Home equity loans are secured by first or second mortgages on one-to-four family owner occupied properties.

Commercial real estate – Loans in this segment are primarily income-producing investment properties and owner-occupied commercial properties throughout New England. The underlying cash flows generated by the properties or operations can be adversely impacted by a downturn in the economy due to increased vacancy rates or diminished cash flows, which in turn, would have an effect on the credit quality in this segment. Management obtains financial information annually and continually monitors the cash flows of these loans.

Commercial and industrial loans – Loans in this segment are made to businesses and are generally secured by assets of the business. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.

Consumer loans – Loans in this segment are secured or unsecured and repayment is dependent on the credit quality of the individual borrower.

Allocated component

The allocated component relates to loans that are classified as impaired. Impaired loans are identified by analysis of loan performance, internal credit ratings and watch list loans that management believes are subject to a higher risk of loss. Impairment is measured on a loan by loan basis for commercial real estate and commercial and industrial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows (or collateral value) of the impaired loan is lower than the carrying value of that loan. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, we do not separately identify individual consumer and residential real estate loans for impairment disclosures, unless such loans are subject to a troubled debt restructuring agreement.

A loan is considered impaired when, based on current information and events, it is probable that we 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. We determine 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.

Unallocated component

An unallocated component may be maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance, if any, reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general reserves in the portfolio.

An analysis of changes in the allowance for loan losses by segment for the periods ended June 30, 2017 and 2016 is as follows:

	Commercial Real Estate			Residential Real Estate			Commercial and Industrial			Consumer			Unallocated			Total
	(In thousands)
Three Months Ended
Balance at March 31, 2016	$	3,786		$	2,429		$	2,590		$	18		$	32		$	8,855
Provision (credit)		75			374			207			8			(39	)		625
Charge-offs		—			—			—			(18	)		—			(18	)
Recoveries		95			1			—			12			—			108
Balance at June 30, 2016	$	3,956		$	2,804		$	2,797		$	20		$	(7	)	$	9,570

Balance at March 31, 2017	$	4,334		$	3,086		$	2,744		$	43		$	20		$	10,227
Provision (credit)		138			60			108			51			(7	)		350
Charge-offs		—			(42	)		(120	)		(53	)		—			(215	)
Recoveries		—			22			22			12			—			56
Balance at June 30, 2017	$	4,472		$	3,126		$	2,754		$	53		$	13		$	10,418

Six Months Ended
Balance at December 31, 2015	$	3,856		$	2,431		$	2,485		$	22		$	46		$	8,840
Provision (credit)		(676	)		422			312			20			(53	)		25
Charge-offs		(170	)		(50	)		—			(40	)		—			(260	)
Recoveries		946			1			—			18			—			965
Balance at June 30, 2016	$	3,956		$	2,804		$	2,797		$	20		$	(7	)	$	9,570

Balance at December 31, 2016	$	4,083		$	2,862		$	3,085		$	38		$	—		$	10,068
Provision (credit)		307			281			(71	)		120			13			650
Charge-offs		(36	)		(41	)		(285	)		(133	)		—			(495	)
Recoveries		118			24			25			28			—			195
Balance at June 30, 2017	$	4,472		$	3,126		$	2,754		$	53		$	13		$	10,418

Further information pertaining to the allowance for loan losses by segment at June 30, 2017 and December 31, 2016 follows:

	Commercial Real Estate		Residential Real Estate		Commercial and Industrial		Consumer		Unallocated		Total
	(In thousands)
June 30, 2017

Amount of allowance for impaired loans	$	—	$	—	$	—	$	—	$	—	$	—
Amount of allowance for non-impaired loans		4,472		3,126		2,754		53		13		10,418
Total allowance for loan losses	$	4,472	$	3,126	$	2,754	$	53	$	13	$	10,418

Impaired loans	$	3,974	$	3,172	$	3,823	$	116	$	—	$	11,085
Non-impaired loans		698,314		630,866		239,084		4,415		—		1,572,679
Loans acquired with deteriorated credit quality		14,543		4,168		1,107		—		—		19,818
Total loans	$	716,831	$	638,206	$	244,014	$	4,531	$	—	$	1,603,582

December 31, 2016

Amount of allowance for impaired loans	$	—	$	—	$	—	$	—	$	—	$	—
Amount of allowance for non-impaired loans		4,083		2,862		3,085		38		—		10,068
Total allowance for loan losses		4,083		2,862		3,085		38		—		10,068

Impaired loans		3,335		452		3,042		—		—		6,829
Non-impaired loans		701,766		609,107		217,972		4,424		—		1,533,269
Loans acquired with deteriorated credit quality		15,640		4,607		1,272		—		—		21,519
Total loans	$	720,741	$	614,166	$	222,286	$	4,424	$	—	$	1,561,617

The following is a summary of past due and non-accrual loans by class at June 30, 2017 and December 31, 2016:

	30 – 59 Days Past Due		60 – 89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Past Due 90 Days or More and Still Accruing		Loans on Non-Accrual
	(In thousands)
June 30, 2017
Commercial real estate	$	342	$	—	$	136	$	478	$	—	$	2,185
Residential real estate:
Residential		215		243		638		1,096		—		1,576
Home equity		290		246		—		536		—		36
Commercial and industrial		374		15		104		493		—		3,651
Consumer		59		6		29		94		—		37
Total legacy loans		1,280		510		907		2,697		—		7,485

Loans acquired from Chicopee Savings Bank		2,860		557		1,126		4,543		—		6,507

Total	$	4,140	$	1,067	$	2,033	$	7,240	$	—	$	13,992

December 31, 2016
Commercial real estate	$	302	$	555	$	137	$	994	$	—	$	2,740
Residential real estate:
Residential		791		262		689		1,742		—		1,658
Home equity		208		36		—		244		—		37
Commercial and industrial		326		32		—		358		—		3,214
Consumer		27		9		7		43		—		14
Total legacy loans		1,654		894		833		3,381		—		7,663

Loans acquired from Chicopee Savings Bank		3,854		1,907		551		6,312		—		6,394

Total past due loans	$	5,508	$	2,801	$	1,384	$	9,693	$	—	$	14,057

The following is a summary of impaired loans by class at June 30, 2017 and December 31, 2016:

	Impaired Loans⁽¹⁾
					Three Months Ended				Six Months Ended⁽¹⁾
	At June 30, 2017⁽¹⁾				June 30, 2017				June 30, 2017
	Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(In thousands)
Impaired loans without a valuation allowance:
Commercial real estate	$	18,517	$	20,982	$	19,202	$	234	$	19,316	$	451
Residential real estate		7,093		7,612		6,822		11		6,314		23
Home equity		247		338		249		1		187		2
Commercial and industrial		4,930		11,336		4,740		67		4,586		129
Consumer		116		120		93		—		64		—

Total impaired loans	$	30,903	$	40,388	$	31,106	$	313	$	30,467	$	605

⁽¹⁾Includes loans acquired with deteriorated credit quality and performing troubled debt restructurings.

	Impaired Loans
					Three Months Ended				Six Months Ended
	At December 31, 2016⁽¹⁾				June 30, 2016				June 30, 2016
	Recorded Investment		Unpaid Principal Balance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(In thousands)
Impaired loans without a valuation allowance:
Commercial real estate	$	18,975	$	21,330	$	3,549	$	20	$	3,583	$	32
Residential real estate		5,059		5,676		507		—		466		—
Commercial and industrial		4,314		11,049		3,531		—		3,472		—

Total impaired loans	$	28,348	$	38,055	$	7,587	$	20	$	7,521	$	32

⁽¹⁾Includes loans acquired with deteriorated credit quality from the Chicopee Bancorp, Inc. merger.

No interest income was recognized for impaired loans on a cash-basis method during the three and six months ended June 30, 2017 or 2016. Interest income recognized on impaired loans during the three and six months ended June 30, 2017 and 2016 related to TDRs.

We may periodically agree to modify the contractual terms of loans. When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring (“TDR”). These concessions could include a reduction in the interest rate on the loan, payment extensions, postponement or forgiveness of principal, forbearance or other actions intended to maximize collection. All TDRs are classified as impaired.

When we modify loans in a TDR, we measure impairment similar to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, or use the current fair value of the collateral, less selling costs for collateral dependent loans. If we determine that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. In periods subsequent to modification, we evaluate all TDRs, including those that have payment defaults, for possible impairment and recognize impairment through the allowance.

Nonperforming TDRs are shown as nonperforming assets. There were no loans modified in TDRs during the three and six months ended June 30, 2017. A substandard impaired loan relationship in the amount of $5.1 million was designated a TDR during the three months ended June 30, 2016. The bank entered into a forbearance agreement which offered an interest only period. Due to the borrower continuing to experience declining sales, the interest only period was extended during the second quarter of 2016, resulting in the TDR classification. The loans are on non-accrual and are current. The loans are measured for impairment quarterly and appropriate reserves/charge offs have been taken.

	Three Months Ended						Six Months Ended
	June 30, 2016						June 30, 2016
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
	(Dollars in thousands)						(Dollars in thousands)
Troubled Debt Restructurings
Commercial Real Estate		1	$	1,975	$	1,975		1	$	1,975	$	1,975
Commercial and Industrial		2		3,135		3,135		3		3,150		3,150
Residential		—		—		—		2		164		164
Total		3	$	5,110	$	5,110		6	$	5,289	$	5,289

A default occurs when a loan is 30 days or more past due. No TDRs defaulted within twelve months of restructuring during the three and six months ended June 30, 2017 or 2016.

There were no charge-offs on TDRs during the three and six months ended June 30, 2017 and 2016.

Loans Acquired with Deteriorated Credit Quality

The following is a summary of loans acquired with evidence of credit deterioration from Chicopee as of June 30, 2017.

	Contractual Required Payments Receivable			Cash Expected To Be Collected			Non- Accretable Discount			Accretable Yield			Loans Receivable
	(In thousands)

Balance at December 31, 2016	$	37,437		$	29,040		$	8,397		$	7,521		$	21,519
Collections		(2,314	)		(1,981	)		(333	)		(692	)		(1,289	)
Dispositions		(632	)		(406	)		(226	)		6			(412	)
Balance at June 30, 2017	$	34,491		$	26,653		$	7,838		$	6,835		$	19,818

Credit Quality Information

We utilize an eight-grade internal loan rating system for commercial real estate and commercial and industrial loans. Performing residential real estate, home equity and consumer loans are grouped with “Pass” rated loans. Nonperforming residential real estate, home equity and consumer loans are monitored individually for impairment and risk rated as “Substandard.”

Loans rated 1 – 3 are considered “Pass” rated loans with low to average risk.

Loans rated 4 are considered “Pass Watch,” which represent loans to borrowers with declining earnings, losses, or strained cash flow.

Loans rated 5 are considered “Special Mention.” These loans exhibit potential credit weaknesses or downward trends and are being closely monitored by us.

Loans rated 6 are considered “Substandard.” Generally, a loan is considered substandard if the borrower exhibits a well-defined weakness that may be inadequately protected by the current net worth and cash flow capacity to pay the current debt.

Loans rated 7 are considered “Doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable and that a partial loss of principal is likely.

Loans rated 8 are considered uncollectible and of such little value that their continuance as loans is not warranted.

On an annual basis, or more often if needed, we formally review the ratings on all commercial real estate and commercial and industrial loans. Construction loans are reported within commercial real estate loans and total $66.2 million and $88.9 million at June 30, 2017 and December 31, 2016, respectively. We engage an independent third party to review a significant portion of loans within these segments on a semi-annual basis. We use the results of these reviews as part of our annual review process. In addition, management utilizes delinquency reports, the watch list and other loan reports to monitor credit quality in other segments.

The following table presents our loans by risk rating at June 30, 2017 and December 31, 2016:

	Commercial Real Estate		Residential 1-4 Family		Home Equity		Commercial and Industrial		Consumer		Total
	(In thousands)
June 30, 2017
Loans rated 1 – 3	$	661,602	$	540,028	$	92,048	$	191,012	$	4,410	$	1,489,100
Loans rated 4		32,529		—		—		37,764		5		70,298
Loans rated 5		12,594		—		—		5,920		—		18,514
Loans rated 6		10,106		5,938		192		9,318		116		25,670
	$	716,831	$	545,966	$	92,240	$	244,014	$	4,531	$	1,603,582

December 31, 2016
Loans rated 1 – 3	$	673,957	$	516,339	$	91,964	$	180,675	$	4,391	$	1,467,326
Loans rated 4		24,207		—		—		16,621		6		40,834
Loans rated 5		14,068		—		—		6,727		—		20,795
Loans rated 6		6,604		5,744		119		15,379		27		27,873
Loans rated 7		1,905		—		—		2,884		—		4,789
	$	720,741	$	522,083	$	92,083	$	222,286	$	4,424	$	1,561,617

6. GOODWILL AND OTHER INTANGIBLES

Goodwill

Goodwill for the six months ended June 30, 2017 is summarized as follows:

	Six Months Ended June 30, 2017
		(In thousands)
Balance at December 31, 2016	$	13,747
Current period adjustments		(1,260	)
Balance at June 30, 2017	$	12,487

At June 30, 2017 and December 31, 2016, the Company’s goodwill related to the acquisition of Chicopee in October 2016. Annually, or more frequently if events or changes in circumstances warrant such evaluation, the Company evaluates its goodwill for impairment. No goodwill impairment was recorded for the six months ended June 30, 2017.

Core Deposit Intangibles

In connection with the assumption of $545.7 million of deposit liabilities from the Chicopee acquisition in October 2016, of which $345.2 million were core deposits, the Bank recorded a core deposit intangible of $4.5 million. The resulting core deposit intangible is amortized over twelve years using the straight-line method. Core deposit intangibles are summarized as follows:

	Six Months Ended June 30, 2017
		(In thousands)
Balance at December 31, 2016	$	4,438
Amortization		(188	)
Balance at June 30, 2017	$	4,250

Amortization expense was $188,000 for the six months ended June 30, 2017. At June 30, 2017, future amortization of the core deposit intangible totals $375,000 for each of the next five years and $2.4 million thereafter.

7. SHARE-BASED COMPENSATION

Stock Options – Under the terms of the Chicopee merger agreement dated October 21, 2016, each option to purchase shares of Chicopee common stock issued by Chicopee and outstanding at the effective time of the merger pursuant to the Chicopee 2007 Equity Incentive Plan fully vested and converted into an option to purchase shares of WNEB common stock on the same terms and conditions as were applicable before the merger, except (1) the number of shares of WNEB common stock subject to the new option was adjusted to be equal to the product of the number of shares of Chicopee common stock subject to the existing option and the exchange ratio (rounding fractional shares to the nearest whole share) and (2) the exercise price per share of WNEB common stock under the new option was adjusted to be equal to the exercise price per share of Chicopee common stock of the existing option divided by the exchange ratio (rounded to the nearest whole cent).

A summary of stock option activity for the six months ended June 30, 2017 is presented below. No options were outstanding during the six months ended June 30, 2016.


	Shares			Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)

Outstanding at December 31, 2016	1,178,899		$	6.01	1.98	$	3,930
Exercised	(921,849	)		5.93	0.91		3,675
Outstanding at June 30, 2017	257,050		$	6.31	4.91	$	982

Exercisable at June 30, 2017	257,050		$	6.31	4.91	$	982

Cash received for options exercised during the six months ended June 30, 2017 was $5.5 million.

Restricted Stock Awards – In May 2014, our shareholders approved a stock-based compensation plan under which up to 516,000 shares of our common stock were reserved for grants of stock awards, including stock options and restricted stock, which may be granted to any officer, key employee or non-employee director of WNEB. Authorized but unissued shares are issued to awardees upon vesting of such awards. Any shares not issued because vesting requirements are not met will again be available for issuance under the plans.

In January 2015, 48,560 shares were granted under this plan and vest ratably over five years. The fair market value of shares awarded, based on the market price at the date of grant, was recorded as unearned compensation and is being amortized over the applicable vesting period.

In 2016, the Compensation Committee (the “Committee”) approved the long-term incentive program (the “LTI Plan”). The LTI Plan provides a periodic award that is both performance and retention based in that it is designed to recognize the executive’s responsibilities, reward demonstrated performance and leadership and to retain such executives. The objective of the LTI Plan is to align compensation for the named executive officers and directors over a multi-year period directly with the interests of our shareholders by motivating and rewarding creation and preservation of long-term financial strength, shareholder value and relative shareholder return.

The LTI Plan includes eligible officers of the Company who are nominated by the Company’s Chief Executive Officer and approved by the Committee. The LTI Plan is triggered by the Company’s achievement of satisfactory safety and soundness results from its most recent regulatory examination. Employee stock grants made through the 2016 LTI plan will be a combination of 50% time-vested restricted stock and 50% performance-based restricted stock.

In May 2016, 62,740 shares were granted under the LTI Plan. Of this total, 36,543 shares are retention-based, with 10,352 vesting in one year and 26,191 vesting ratably over a three year period. The remaining 26,197 shares granted are performance based and are subject to the achievement of the 2016 LTI performance metric before vesting is realized after a three year period. For the performance shares, the primary performance metric for 2016 awards is return on equity. Performance shares will be earned based upon how the Company performs relative to threshold and target absolute goals (i.e. Company-specific, not relative to a peer index) over the three-year performance period. The threshold amount for the performance period will be a return on equity of 5.85% and a target amount of 6.32%. Participants will be able to earn between 50% (for threshold performance) and 100% of the target amount for the performance shares but will not earn additional shares if performance exceeds target performance.

In May 2017, 89,042 shares were granted under the LTI Plan. Of this total, 55,159 shares are retention-based, with 21,276 vesting in one year and 33,883 vesting ratably over a three year period. The remaining 33,883 shares granted are performance based and are subject to the achievement of the 2017 LTI performance metric before vesting is realized after a three year period. For the performance shares, the primary performance metric for 2017 awards is return on equity. Performance shares will be earned based upon how the Company performs relative to threshold, target and maximum absolute goals (i.e. Company-specific, not relative to a peer index) on an annual performance period, but will be distributed at the end of the three year period.

The threshold, target and maximum for the three year period under the 2017 Plan is as follows:

	Return on Equity Targets

Performance Period Ending	Threshold		Target		Maximum

December 31, 2017	6.00	%	6.60	%	7.30	%
December 31, 2018	6.30	%	7.00	%	7.60	%
December 31, 2019	6.50	%	7.20	%	7.90	%

Participants will be able to earn between 50% (for threshold performance), 100% (for target performance) and 150% (for the maximum performance).

The fair market value of shares awarded, based on the market price at the date of grant, is recorded as unearned compensation and amortized over the applicable vesting period. Shares granted under performance-based conditions are monitored on a quarterly basis in order to compare actual results to the performance metric established, with any necessary adjustments being recognized through share-based compensation expense and unearned compensation. At June 30, 2017, an additional 315,658 shares were available for future grants under this plan.

Our stock award plan activity for the six months ended June 30, 2017 and 2016 is summarized below:

	Unvested Stock Awards Outstanding

	Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2016	91,371		$	7.51
Shares granted	89,042			10.15
Shares vested	(21,552	)		7.44
Outstanding at June 30, 2017	158,861		$	9.00

Outstanding at December 31, 2015	54,160		$	7.28
Shares granted	62,740			7.73
Shares vested	(11,200	)		7.18
Outstanding at June 30, 2016	105,700		$	7.56

We recorded compensation cost related to the stock awards of $331,000 and $101,000 for the six months ended June 30, 2017 and 2016, respectively.

8. SHORT-TERM BORROWINGS AND LONG-TERM DEBT

We utilize short-term borrowings and long-term debt as an additional source of funds to finance our lending and investing activities and to provide liquidity for daily operations.

Short-term borrowings are made up of FHLBB advances with an original maturity of less than one year, a line of credit with the FHLBB and customer repurchase agreements, which have an original maturity of one day. Short-term borrowings issued by the FHLBB were $174.2 million at June 30, 2017 and $155.0 million at December 31, 2016. We have an “Ideal Way” line of credit with the FHLBB for $9.5 million at June 30, 2017 and December 31, 2016. Interest on this line of credit is payable at a rate determined and reset by the FHLBB on a daily basis. The outstanding principal is due daily, but the portion not repaid will be automatically renewed. There were no advances outstanding on the line of credit as of June 30, 2017 or December 31, 2016. Customer repurchase agreements were $16.8 million at June 30, 2017 and $17.4 million at December 31, 2016. A customer repurchase agreement is an agreement by us to sell to and repurchase from the customer an interest in specific securities issued by or guaranteed by the U.S. government. This transaction settles immediately on a same day basis in immediately available funds. Interest paid is commensurate with other products of equal interest and credit risk. In addition, we have lines of credit of $4.0 million and $50.0 million with Bankers Bank Northeast (“BBN”) and PNC Bank, respectively. The interest rates on these lines are determined and reset on a daily basis by each respective bank. There were no advances outstanding under these lines of credit at June 30, 2017 or December 31, 2016. As part of our contract with BBN, we are required to maintain a reserve balance of $300,000 with BBN for our use of this line of credit.

Long-term debt consists of FHLBB advances with an original maturity of one year or more. At June 30, 2017, we had $117.7 million in long-term debt with the FHLBB. This compares to $124.8 million in long-term debt with FHLBB advances at December 31, 2016.

Customer repurchase agreements are collateralized by government-sponsored enterprise obligations with fair value of $6.8 million and $24.6 million, and mortgage backed securities with a fair value of $67.9 million and $57.6 million, at June 30, 2017 and December 31, 2016, respectively. The securities collateralizing repurchase agreements are subject to fluctuations in fair value. We monitor the fair value of the collateral on a periodic basis, and would pledge additional collateral if necessary based on changes in fair value of collateral or the balances of the repurchase agreements.

All FHLBB advances are collateralized by a blanket lien on our owner occupied residential real estate loans and certain eligible commercial real estate loans.

9. PENSION BENEFITS

We maintain a pension plan for our eligible employees. On September 30, 2016, we effected a soft freeze on the Plan and therefore no new participants will be included in the Plan after such effective date. We plan to contribute to the pension plan the amount required to meet the minimum funding standards under Section 412 of the Internal Revenue Code of 1986, as amended. Additional contributions will be made as deemed appropriate by management in conjunction with the pension plan’s actuaries. We have not yet determined how much we expect to contribute to our pension plan in 2017. No contributions have been made to the plan for the six months ended June 30, 2017. The pension plan assets are invested in group annuity contracts with the Principal Financial Group, who also acts as third-party administrator for our 401(k) and ESOP plans.

The following table provides information regarding net pension benefit costs for the periods shown:


	Three Months Ended June 30,						Six Months Ended, June 30,
		2017			2016			2017			2016
	(In thousands)
Service cost	$	266		$	276		$	533		$	569
Interest cost		253			240			507			480
Expected return on assets		(299	)		(275	)		(597	)		(549	)
Actuarial loss		51			31			102			47
Net periodic pension cost	$	271		$	272		$	545		$	547

10. DERIVATIVES AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our assets and liabilities and the use of derivative financial instruments. Specifically, we entered into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to certain variable rate loan assets and variable rate borrowings.

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value of our derivative financial instruments designated as hedging instruments as well as our classification on the balance sheet as of June 30, 2017 and December 31, 2016.

June 30, 2017

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

(In thousands)

Interest rate swaps

Other Assets

Other Liabilities

2,929

December 31, 2016

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

(In thousands)

Interest rate swaps

Other Assets

—

Other Liabilities

3,152

Cash Flow Hedges of Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest income and expense and to manage our exposure to interest rate movements. To accomplish this objective, we entered into interest rate swaps as part of our interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for our making fixed payments.

The following table presents information about our cash flow hedges at June 30, 2017 and December 31, 2016:

June 30, 2017

Notional

Weighted Average

Weighted Average Rate

Estimated Fair

Amount

Maturity

Receive

Pay

Value

(In thousands)

(In years)

(In thousands)

Interest rate swaps on FHLBB borrowings

75,000

2.9

1.20

2.46

$ (2,922)

December 31, 2016

Notional

Weighted Average

Weighted Average Rate

Estimated Fair

Amount

Maturity

Receive

Pay

Value

(In thousands)

(In years)

(In thousands)

Interest rate swaps on FHLBB borrowings

75,000

3.4

0.92

2.46

$ (3,152)

During 2016, we terminated a forward-starting interest rate swap with a notional amount of $32.5 million and incurred a termination fee of $3.4 million. During 2015, we terminated forward-starting interest rate swaps with a notional amount of $47.5 million and incurred a termination fee of $2.4 million. The termination fees are amortized as a reclassification of other comprehensive income into interest expense over the terms of the previously hedged borrowings, which were six and five years for the swaps terminated in 2016 and 2015, respectively.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. We assess the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. We did not recognize any hedge ineffectiveness in earnings during the six months ended June 30, 2017 or 2016.

We are hedging our exposure to the variability in future cash flows for forecasted transactions over a maximum period of six years (excluding forecasted payment of variable interest on existing financial instruments).

The table below presents the pre-tax net losses of our cash flow hedges for the periods indicated.

	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)
	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(In thousands)
Interest rate swaps	$	(346	)	$	(729	)	$	(293	)	$	(3,280	)

Amounts reported in accumulated other comprehensive loss related to these derivatives are reclassified to interest expense as interest payments are made on our rate sensitive assets/liabilities. The amount reclassified from accumulated other comprehensive income into net income for the effective portion of interest rate swaps and termination fees was $515,000 and $356,000 during the three months ended June 30, 2017 and 2016, respectively and $1.1 million and $603,000 during the six months ended June 30, 2017 and 2016, respectively. During the next 12 months, we estimate that $1.9 million will be reclassified as an increase in interest expense. During the six months ended June 30, 2017 and 2016, no gains or losses were reclassified from accumulated other comprehensive loss into income for ineffectiveness on cash flow hedges.

Credit-risk-related Contingent Features

By using derivative financial instruments, we expose ourselves to credit risk. Credit risk is the risk of failure by the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative is negative, we owe the counterparty and, therefore, it does not possess credit risk. The credit risk in derivative instruments is mitigated by entering into transactions with highly-rated counterparties that we believe to be creditworthy and by limiting the amount of exposure to each counterparty.

We have agreements with our derivative counterparties that contain a provision where if we default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations. We also have agreements with certain of our derivative counterparties that contain a provision where if we fail to maintain our status as well capitalized, then the counterparty could terminate the derivative positions and we would be required to settle our obligations under the agreements. Certain of our agreements with our derivative counterparties contain provisions where if a formal administrative action by a federal or state regulatory agency occurs that materially changes our creditworthiness in an adverse manner, we may be required to fully collateralize our obligations under the derivative instrument.

As of June 30, 2017, the termination value of derivatives in a net liability position related to these agreements, which includes accrued interest but excludes any adjustment for nonperformance risk, was $2.9 million. As of June 30, 2017, we have minimum collateral posting thresholds with certain of our derivative counterparties and mortgage-backed securities with a fair value of $4.8 million posted as collateral against our obligations under these agreements. If we had breached any of these provisions at June 30, 2017, we could have been required to settle our obligations under the agreements at the termination value.

11. FAIR VALUE OF ASSETS AND LIABILITIES

Determination of Fair Value

We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for our various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Fair Value Hierarchy - We group our assets and liabilities that are measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value.

Level 1 – Valuation is based on quoted prices in active markets for identical assets. Level 1 assets generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets.

Level 2 – Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Methods and assumptions for valuing our financial instruments are set forth below. Estimated fair values are calculated based on the value without regard to any premium or discount that may result from concentrations of ownership of a financial instrument, possible tax ramifications or estimated transaction cost.

Cash and cash equivalents – The carrying amounts of cash and short-term instruments approximate fair values based on the short-term nature of the assets.

Securities and mortgage-backed securities – Fair value of securities are primarily measured using unadjusted information from an independent pricing service. The securities measured at fair value in Level 1 are based on quoted market prices in an active exchange market. These securities include marketable equity securities. All other securities are measured at fair value in Level 2 and are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data.

Federal Home Loan Bank and other stock - These investments are carried at cost which is their estimated redemption value.

Loans receivable – For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans (e.g., commercial real estate and investment property mortgage loans, commercial and industrial loans and residential real estate loans) are estimated using discounted cash flow analyses, using market interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for nonperforming loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Accrued interest – The carrying amounts of accrued interest approximate fair value.

Deposit liabilities – The fair values disclosed for demand deposits (e.g., interest and non-interest checking, savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and time deposits approximate their fair values at the reporting date. Fair values for fixed-rate time deposits are estimated using a discounted cash flow calculation that applies market interest rates currently being offered on time deposits to a schedule of aggregated expected monthly maturities on time deposits.

Short-term borrowings and long-term debt – The fair values of our debt instruments are estimated using discounted cash flow analyses based on the current incremental borrowing rates in the market for similar types of borrowing arrangements.

Interest rate swaps - The valuation of our interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. We have determined that the majority of the inputs used to value our interest rate derivatives fall within Level 2 of the fair value hierarchy.

Commitments to extend credit - Fair values for off-balance sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the term and credit risk. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. Such differences are not considered significant.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	June 30, 2017
	Level 1		Level 2		Level 3		Total
Assets:	(In thousands)
Securities available-for-sale
Government-sponsored mortgage-backed securities	$	—	$	202,861	$	—	$	202,861
U.S. government guaranteed mortgage-backed securities		—		16,261		—		16,261
Corporate bonds		—		49,990		—		49,990
State and municipal bonds		—		3,482		—		3,482
Government-sponsored enterprise obligations		—		24,429		—		24,429
Mutual funds		6,372		—		—		6,372
Total securities available-for-sale		6,372		297,023		—		303,395

Interest rate swaps		—		7		—		7
Total assets	$	6,372	$	297,030	$	—	$	303,402

Liabilities:
Interest rate swaps	$	—	$	2,929	$	—	$	2,929

	December 31, 2016
	Level 1		Level 2		Level 3		Total
Assets:	(In thousands)
Government-sponsored mortgage-backed securities	$	—	$	180,136	$	—	$	180,136
U.S. government guaranteed mortgage-backed securities		—		17,350		—		17,350
Corporate bonds		—		50,317		—		50,317
State and municipal bonds		—		4,008		—		4,008
Government-sponsored enterprise obligations		—		42,008		—		42,008
Mutual funds		6,296		—		—		6,296
Total assets	$	6,296	$	293,819	$	—	$	300,115

Liabilities:
Interest rate swaps	$	—	$	3,152	$	—	$	3,152

Also, we may be required, from time to time, to measure certain other assets at fair value on a non-recurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. There were no assets measured at fair value on a non-recurring basis at June 30, 2017. The following table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related assets at June 30, 2016. Total losses represent the change in carrying value as a result of fair value adjustments related to assets still held at June 30, 2016.

		At June 30, 2016						Three Months Ended June 30, 2016			Six Months Ended June 30, 2016
		Level 1		Level 2		Level 3		Total Gains (Losses)			Total Gains (Losses)
		(In thousands)
Impaired Loans	$	—	$	—	$	119	$	(50	)	$	(220	)
Total Assets	$	—	$	—	$	119	$	(50	)	$	(220	)

The amount of impaired loans represents the carrying value and related write-down and valuation allowance of impaired loans for which adjustments are based on the estimated fair value of the underlying collateral. The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on real estate appraisals performed by independent licensed or certified appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management will discount appraisals as deemed necessary based on the date of the appraisal and new information deemed relevant to the valuation. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. The resulting losses were recognized in earnings through the provision for loan losses. Impaired loans with adjustments resulting from discounted cash flows or without a specific reserve are not included in this disclosure.

There were no transfers to or from Level 1 and 2 during the three and six months ended June 30, 2017 and 2016. We did not measure any liabilities at fair value on a non-recurring basis on the consolidated balance sheets.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time our entire holdings of a particular financial instrument. Where quoted market prices are not available, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment. Changes in assumptions could significantly affect the estimates. The estimated fair values of our financial instruments are as follows:

	June 30, 2017
	Carrying Value		Fair Value
			Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents	$	19,407	$	19,407	$	—	$	—	$	19,407
Securities available-for-sale		303,395		6,372		297,023		—		303,395
Federal Home Loan Bank of Boston and other restricted stock		16,075		—		—		16,075		16,075
Loans - net		1,598,246		—		—		1,571,612		1 ,571,612
Accrued interest receivable		5,594		—		—		5,594		5,594
Mortgage servicing rights		408		—		570		—		570
Derivative assets		7		—		7		—		7

Liabilities:
Deposits		1,495,337		—		—		1,498,194		1,498,194
Short-term borrowings		191,008		—		191,000		—		191,000
Long-term debt		117,704		—		118,113		—		118,113
Accrued interest payable		420		—		—		420		420
Derivative liabilities		2,929		—		2,929		—		2,929

	December 31, 2016
	Carrying Value		Fair Value
			Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents	$	70,234	$	70,234	$	—	$	—	$	70,234
Securities available-for-sale		300,115		6,296		293,819		—		300,115
Federal Home Loan Bank of Boston and other restricted stock		16,124		—		—		16,124		16,124
Loans - net		1,556,416		—		—		1,525,274		1,525,274
Accrued interest receivable		5,782		—		—		5,782		5,782
Mortgage servicing rights		465		—		628		—		628

Liabilities:
Deposits		1,518,071		—		—		1,521,580		1,521,580
Short-term borrowings		172,351		—		172,351		—		172,351
Long-term debt		124,836		—		125,183		—		125,183
Accrued interest payable		1,012		—		—		1,012		1,012
Derivative liabilities		3,152		—		3,152		—		3,152

12. RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in this Update create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual reporting periods, including interim periods, beginning after December 15, 2017. We do not expect the application of this guidance to have a material impact on our consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall, (Subtopic 825-10). The amendments in this Update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Targeted improvements to generally accepted accounting principles include the requirement for equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income and the elimination of the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect the application of this guidance to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendments in this Update is permitted for all entities. Management is currently evaluating the impact to the consolidated financial statements of adopting this Update but does not expect adoption to have a material impact on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting (Topic 718). This Update was issued as part of the FASB’s simplification initiative. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted this Update during the six months ended June 30, 2017 and recorded a tax benefit of $821,000 on stock options exercised.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. This ASU is effective for fiscal years beginning after December 15, 2019, and for interim periods within that fiscal years. Early application will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is in the process of evaluating the standard. We have put together a project team that has begun to identify appropriate loan segments along with related historical losses for each segment and potential models that would be most appropriate for each individual segment. We have not quantified the effects of any models, but do expect the standard to significantly change the approach to calculating our allowance for loan losses.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. This Update provides guidance on eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; separately identifiable cash flows and application of the predominance principle. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. We do not expect the application of this guidance to have a material impact on our consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-08—Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. This Update amends guidance on the amortization period of premiums on certain purchased callable debt securities. Specifically, the amendments shorten the amortization period of premiums on certain purchased callable debt securities to the earliest call date. The amendments affect all entities that hold investments in callable debt securities that have an amortized cost basis in excess of the amount that is repayable by the issuer at the earliest call date (that is, at a premium). The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We do not expect the application of this guidance to have a material impact on our consolidated financial statements.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

We strive to remain a leader in meeting the financial service needs of our local community, and to provide quality service to the individuals and businesses in the market areas that we have served since 1853. Historically, we have been a community-oriented provider of traditional banking products and services to business organizations and individuals, including products such as residential and commercial loans, consumer loans and a variety of deposit products. We meet the needs of our local community through a community-based and service-oriented approach to banking.

We have adopted a growth-oriented strategy that has focused on increasing commercial lending. Our strategy also calls for increasing deposit relationships and broadening our product lines and services. We believe that this business strategy is best for our long-term success and viability, and complements our existing commitment to high-quality customer service. In connection with our overall growth strategy, we seek to:

●

grow our commercial and industrial and commercial real estate loan portfolios by targeting businesses in our primary market areas of western Massachusetts and northern Connecticut as a means to increase the yield on and diversify our loan portfolio and build transactional deposit account relationships;

●

focus on expanding our retail banking franchise and increase the number of households served within our market area; and

●

supplement the commercial focus, grow the residential loan portfolio to diversify risk and deepen customer relationships.

You should read the following financial results for the three and six months ended June 30, 2017 in the context of this strategy.

●

Net income was $3.8 million, or $0.12 per diluted share, for the three months ended June 30, 2017, compared to $389,000, or $0.02 per diluted share, for the same period in 2016. For the six months ended June 30, 2017, net income was $8.9 million, or $0.30 per diluted share, as compared to net income of $2.4 million, or $0.14 per diluted share, for the same period in 2016.

●

The provision for loan losses was $350,000 and $625,000 for the three months ended June 30, 2017 and 2016, respectively, and $650,000 and $25,000 for the six months ended June 30, 2017, respectively. The lower provision for the six months ended June 30, 2016 was primarily the result of an $852,000 partial recovery on a previously charged-off single commercial real estate loan during the first quarter 2016.

●

Net interest income was $14.7 million and $8.0 million for the three months ended June 30, 2017 and 2016, respectively. The net interest margin, on a tax-equivalent basis, was 3.11% for the three months ended June 30, 2017, compared to 2.62% for the same period in 2016. Net interest income was $29.2 million and $16.2 million for the six months ended June 30, 2017 and 2016, respectively. The net interest margin, on a tax-equivalent basis, was 3.09% and 2.61% for the six months ended June 30, 2017 and 2016, respectively.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements are prepared in accordance with U.S. GAAP and practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Actual results could differ from those estimates.

Critical accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. There have been no material changes to our critical accounting policies during the six months ended June 30, 2017. For additional information on our critical accounting policies, please refer to the information contained in Note 1 of the accompanying unaudited consolidated financial statements and Note 1 of the consolidated financial statements included in our 2016 Annual Report.

COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2017 AND DECEMBER 31, 2016

Total assets were $2.1 billion at June 30, 2017, compared to $2.1 billion at December 31, 2016. The decrease in total assets was primarily due to a $50.8 million, or 72.4%, decrease in cash and cash equivalents, offset by a $42.2 million, or 2.7%, increase in total loans and a $3.3 million, or 1.1%, increase in securities available-for-sale.

Total loans of $1.6 billion increased $42.2 million, or 2.7%, at June 30, 2017, from $1.6 billion at December 31, 2016. The increase was due to a $24.0 million, or 3.9%, increase in residential loans, including home equity loans, an increase of $21.7 million, or 9.8%, in commercial and industrial loans, partially offset by a decrease of $3.9 million, or 0.5%, in commercial real estate loans. The decrease in the commercial real estate portfolio was largely related to the expected payoff of a $7.5 million completed commercial real estate construction project during first quarter 2017.

All loans where the payments are 90 days or more in arrears as of the closing date of each month are placed on nonaccrual status. Nonperforming loans were $14.0 million at June 30, 2017 and $14.1 million at December 31, 2016. If all nonaccrual loans had been performing in accordance with their terms, we would have earned additional interest income of $392,000 and $219,000 for the six months ended June 30, 2017 and 2016, respectively. At June 30, 2017 and December 31, 2016, our nonperforming loans to total loans were 0.87% and 0.90%, respectively, while our nonperforming assets to total assets were 0.67% and 0.69%, respectively. A summary of our nonaccrual and past due loans by class are listed in Note 5 of the accompanying unaudited consolidated financial statements.

During the three months ended March 31, 2017, management completed their evaluation of premises and equipment acquired from Chicopee, which resulted in a $2.4 million adjustment to the provisional fair values of bank premises acquired and a $1.4 million reduction to goodwill. The remaining adjustments to goodwill of $140,000 during the three months ended March 31, 2017 resulted from information obtain during the quarter about events and circumstances that existed as of the acquisition date. There were no adjustments to goodwill during the three months ended June 30, 2017. A summary of our goodwill and other intangibles are listed in Note 6 of the accompanying unaudited consolidated financial statements.

Total deposits decreased $22.7 million, or 1.5%, at June 30, 2017, from $1.5 billion at December 31, 2016. Core deposits, defined as all deposits except time deposits, represented 62.3% of total deposits, and decreased $13.0 million, or 1.4%, from $945.1 million at December 31, 2016 to $932.1 million at June 30, 2017. Demand deposits decreased $4.5 million, or 1.5%, to $299.5 million, money market accounts decreased $14.3 million, or 3.5%, to $395.0 million, and savings accounts decreased $1.5 million, or 1.0%, to $148.0 million, interest-bearing checking accounts increased $7.3 million, or 8.9%, to $89.8 million. The changes in demand and money market accounts were primarily due to seasonality and volatility with the Company’s commercial and municipal customer base. Time deposits decreased $9.7 million, or 1.7%, from $573.0 million at December 31, 2016 to $563.2 million at June 30, 2017. The decrease in time deposits is due to non-relationship customers and brokered deposits seeking higher yields. We are focused on allowing high cost non-relationship deposits to mature and be replaced with low cost relationship-based core deposits.

Borrowings increased $11.5 million, or 3.9%, to $308.7 million at June 30, 2017 from $297.2 million at December 31, 2016. Short-term borrowings increased $18.6 million, or 10.8%, to $191.0 million at June 30, 2017 from $172.4 million at December 31, 2016 due to an increase in short-term FHLBB funding. Long-term debt decreased $7.1 million, or 5.7%, to $117.7 million at June 30, 2017 from $124.8 million at December 31, 2016. Our short-term borrowings and long-term debt are discussed in Note 8 of the accompanying unaudited consolidated financial statements.

Shareholders’ equity was $251.2 million, or 12.1% of total assets, at June 30, 2017 and $238.4 million, or 11.5% of total assets, at December 31, 2016. The increase in shareholders’ equity during the six months reflects net income of $8.9 million, the exercise of stock options for $5.5 million and other comprehensive income of $2.6 million. These increases were offset by the repurchase of common stock for $3.1 million and the payment of regular dividends of $1.8 million for the six months ended June 30, 2017.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2017 AND JUNE 30, 2016

General

Net income was $3.8 million, or $0.12 per diluted share, for the quarter ended June 30, 2017, compared to $389,000, or $0.02 per diluted share, for the same period in 2016. Net interest income was $14.7 million and $8.0 million for the three months ended June 30, 2017 and 2016, respectively.

Net Interest and Dividend Income

The following tables set forth the information relating to our average balance and net interest income for the three months ended June 30, 2017 and 2016, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned from making changes in loan rates and terms and fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets.

	Three Months Ended June 30,
	2017								2016
	Average					Average Yield/			Average					Average Yield/
	Balance		Interest			Cost			Balance		Interest			Cost
	(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans⁽¹⁾⁽²⁾	$	1,602,057	$	16,472			4.11	%	$	869,877	$	8,672			3.99	%
Securities⁽²⁾		305,457		1,945			2.55			297,797		1,764			2.37
Other investments - at cost		17,734		166			3.74			15,349		136			3.54
Short-term investments⁽³⁾		10,789		19			0.70			54,892		29			0.21
Total interest-earning assets		1,936,037		18,602			3.84			1,237,915		10,601			3.43
Total noninterest-earning assets		140,643								73,371
Total assets	$	2,076,680							$	1,311,286

LIABILITIES AND EQUITY:
Interest-bearing liabilities
Interest-bearing checking accounts	$	87,952	$	95			0.43	%	$	32,337		21			0.26	%
Savings accounts		151,986		52			0.14			76,627		23			0.12
Money market accounts		393,613		381			0.39			266,056		265			0.40
Time deposit accounts		565,789		1,531			1.08			393,585		1,226			1.25
Total interest-bearing deposits		1,199,340		2,059			0.69			768,605		1,535			0.80
Short-term borrowings and long-term debt		301,274		1,525			2.02			231,827		1,017			1.75
Interest-bearing liabilities		1,500,614		3,584			0.96			1,000,432		2,552			1.02
Noninterest-bearing deposits		308,310								161,639
Other noninterest-bearing liabilities		18,737								11,611
Total noninterest-bearing liabilities		327,047								173,250

Total liabilities		1,827,661								1,173,682
Total equity		249,019								137,604
Total liabilities and equity	$	2,076,680							$	1,311,286
Less: Tax-equivalent adjustment⁽²⁾				(275	)							(47	)
Net interest and dividend income			$	14,743							$	8,002
Net interest rate spread⁽⁴⁾							2.88	%							2.41	%
Net interest margin⁽⁵⁾							3.11	%							2.62	%
Ratio of average interest-earning assets to average interest-bearing liabilities							129.02	%							123.74	%

(1)

Loans, including non-accrual loans, are net of deferred loan origination costs, and unadvanced funds.

(2)

Securities and loan income are presented on a tax-equivalent basis using a tax rate of 35% for the 2017 period and 34% for the 2016 period. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported in the unaudited consolidated statements of net income.

(3)

Short-term investments include federal funds sold.

(4)

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

(5)

Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest earning assets.

The following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest income and interest expense during the periods indicated. Information is provided in each category with respect to:

●

interest income changes attributable to changes in volume (changes in volume multiplied by prior rate);

●

interest income changes attributable to changes in rate (changes in rate multiplied by current volume); and

●

the net change.

The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

	Three Months Ended June 30, 2017 compared to Three Months Ended June 30, 2016
	Increase (Decrease) Due to
	Volume			Rate			Net
Interest-earning assets	(In thousands)
Loans⁽¹⁾	$	7,299		$	501		$	7,800
Securities⁽¹⁾		45			136			181
Other investments - at cost		21			9			30
Short-term investments		(23	)		13			(10	)
Total interest-earning assets		7,342			659			8,001

Interest-bearing liabilities
Interest-bearing checking accounts		36			38			74
Savings accounts		23			6			29
Money market accounts		127			(11	)		116
Time deposit accounts		536			(231	)		305
Short-term borrowing and long-time debt		305			203			508
Total interest-bearing liabilities		1,027			5			1,032
Change in net interest and dividend income⁽¹⁾	$	6,315		$	654		$	6,969

(1)

Securities, loan income and change in net interest and dividend income are presented on a tax-equivalent basis using a tax rate of 35%. The tax-equivalent adjustment is deducted from tax-equivalent net interest income.

Net interest and dividend income increased $6.7 million, or 83.8%, to $14.7 million for the three months ended June 30, 2017, compared to $8.0 million for the three months ended June 30, 2016. The increase reflected a $7.8 million, or 73.6%, increase in interest income as average earning assets increased $698.1 million, or 56.4%, primarily due to loan growth as a result of the merger along with organic loan growth. The yield on interest-earning assets increased 41 basis points from 3.43% for the three months ended June 30, 2016 to 3.84% for the three months ended June 30, 2017.

For the three months ended June 30, 2017, interest expense increased $1.0 million, or 38.5%, compared to the three months ended June 30, 2016. During the same period, interest-bearing liabilities increased $500.2 million, or 50.0%, while non-interest bearing liabilities, such as demand accounts, increased $146.7 million, or 90.8%. The net interest margin of 3.11%, for the three months ending June 30, 2017, increased 49 basis points, compared to 2.62% for the three months ended June 30, 2016. The three months ended June 30, 2017 include amortization of purchase accounting adjustments related to the Chicopee acquisition, which increased net interest income by $341,000. Excluding these items, net interest margin for the second quarter of 2017 would have been 3.04%.

Provision for Loan Losses

The provision for loan losses is reviewed by management based upon our evaluation of then-existing economic and business conditions affecting our key lending areas and other conditions, such as new loan products, credit quality trends (including trends in nonperforming loans expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions within portfolio segments that existed as of the balance sheet date and the impact that such conditions were believed to have had on the collectability of the loan portfolio.

The amount of the provision for loan losses during the three months ended June 30, 2017 was based upon the changes that occurred in the loan portfolio during that same period. The changes in the loan portfolio, described in the comparison of financial condition, include an increase in residential and commercial and industrial loans. After evaluating these factors, we recorded a provision for loan losses of $350,000 for the three months ended June 30, 2017, compared to $625,000 for the same period in 2016. The allowance was $10.4 million and $10.1 million, respectively, and 0.65% and 0.64% of total loans at June 30, 2017 and December 31, 2016, respectively.

Net charge-offs were $159,000 for the three months ended June 30, 2017. This comprised charge-offs of $215,000 for the three months ended June 30, 2017, offset partially by recoveries of $56,000 for the same period.

Net recoveries were $90,000 for the three months ended June 30, 2016. This comprised recoveries of $108,000 for the three months ended June 30, 2016, offset by charge-offs of $18,000.

Although we believe that we have established and maintained the allowance for loan losses at adequate levels, future adjustments may be necessary if economic, real estate and other conditions differ substantially from the current operating environment.

Noninterest Income

For the three months ended June 30, 2017, non-interest income increased $815,000, or 64.7%, to $2.1 million, compared to $1.3 million for the three months ended June 30, 2016 as a result of the merger with Chicopee. The increase was primarily driven by an increase in service charges and fee income of $690,000, or 80.3%, an increase of $77,000, or 19.1%, in income from bank-owned life insurance and an increase in gains on sales of securities of $48,000.

Noninterest Expense

For the three months ended June 30, 2017, non-interest expense of $11.3 million increased $3.3 million, or 41.3%, from $8.0 million, for the three months ended June 30, 2016. The increase was primarily due to a $2.4 million, or 63.1%, increase in salaries and benefits due to the addition of the Chicopee staff and normal merit increases that typically occur during the first quarter of each year. Occupancy expense increased $353,000, or 62.6%, due to the acquisition of the Chicopee branches, and data processing expense increased $289,000, or 76.1%, while merger related expenses decreased $713,000. The increase to non-interest expense reflects generally higher level of expenses associated with operating a larger financial institution, which include additional employees, increased costs for data processing, occupancy, and professional services. Although there are overall added expenses, the merger provided the opportunity to achieve greater economies of scale as reflected in the improvement in the efficiency ratio from 76.3%, for the three months ended June 30, 2016, to 66.1% for the three months ended June 30, 2017.

Income Taxes

For the three months ended June 30, 2017, we had a tax provision of $1.4 million as compared to $250,000 for the same period in 2016. The effective tax rate was 27.4% for the three months ended June 30, 2017 and 39.1% for the same period in 2016. The three months ended June 30, 2017 include $174,000 in tax benefits recorded in connection with the exercises of stock options and share-based compensation vesting.

COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2017 AND JUNE 30, 2016

General

Net income was $8.9 million, or $0.30 per diluted share, for the six months ended June 30, 2017, compared to $2.4 million, or $0.14 per diluted share, for the same period in 2016. Net interest income was $29.2 million and $16.2 million for the six months ended June 30, 2017 and 2016, respectively.

Net Interest and Dividend Income

The following tables set forth the information relating to our average balance and net interest income for the six months ended June 30, 2017 and 2016, and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned from making changes in loan rates and terms and fees earned when the real estate loans are prepaid or refinanced. For analytical purposes, the interest earned on tax-exempt assets is adjusted to a tax-equivalent basis to recognize the income tax savings which facilitates comparison between taxable and tax-exempt assets.

	Six Months Ended June 30,
	2017								2016
	Average					Average Yield/			Average					Average Yield/
	Balance		Interest			Cost			Balance		Interest			Cost
	(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans⁽¹⁾⁽²⁾	$	1,581,314	$	32,522			4.11	%	$	846,606	$	16,950			4.00	%
Securities⁽²⁾		306,677		3,858			2.52			354,415		4,353			2.46
Other investments - at cost		17,623		329			3.73			15,700		268			3.41
Short-term investments⁽³⁾		33,929		92			0.54			41,584		53			0.25
Total interest-earning assets		1,939,543		36,801			3.79			1,258,305		21,624			3.44
Total noninterest-earning assets		135,735								76,940

Total assets	$	2,075,278							$	1,335,245

LIABILITIES AND EQUITY:
Interest-bearing liabilities
Interest-bearing checking accounts	$	89,218		169			0.38		$	31,434		41			0.26
Savings accounts		152,268		94			0.12			76,792		42			0.11
Money market accounts		397,384		764			0.38			257,327		492			0.38
Time deposit accounts		568,805		3,041			1.07			396,091		2,432			1.23
Total interest-bearing deposits		1,207,675		4,068			0.67			761,644		3,007			0.79
Short-term borrowings and long-term debt		302,528		2,971			1.96			260,948		2,263			1.73
Interest-bearing liabilities		1,510,203		7,039			0.93			1,022,592		5,270			1.03
Noninterest-bearing deposits		306,390								158,763
Other noninterest-bearing liabilities		12,568								14,799
Total noninterest-bearing liabilities		318,958								173,562

Total liabilities		1,829,161								1,196,154
Total equity		246,117								139,091
Total liabilities and equity	$	2,075,278							$	1,335,245
Less: Tax-equivalent adjustment⁽²⁾				(516	)							(109	)
Net interest and dividend income			$	29,246							$	16,245
Net interest rate spread⁽⁴⁾							2.86	%							2.41	%
Net interest margin⁽⁵⁾							3.09	%							2.61	%
Ratio of average interest-earning assets to average interest-bearing liabilities							128.43	%							123.05	%

(1)

Loans, including non-accrual loans, are net of deferred loan origination costs, and unadvanced funds.

(2)

(3)

Short-term investments include federal funds sold.

(4)

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

(5)

Net interest margin represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets.

●

interest income changes attributable to changes in volume (changes in volume multiplied by prior rate);

●

interest income changes attributable to changes in rate (changes in rate multiplied by current volume); and

●

the net change.

The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

	Six Months Ended June 30, 2017 compared to Six Months Ended June 30, 2016
	Increase (Decrease) Due to
	Volume			Rate			Net
Interest-earning assets	(In thousands)
Loans⁽¹⁾	$	14,710		$	862		$	15,572
Securities⁽¹⁾		(586	)		91			(495	)
Other investments - at cost		33			28			61
Short-term investments		(10	)		49			39
Total interest-earning assets		14,147			1,030			15,177

Interest-bearing liabilities
Interest-bearing checking accounts		75			53			128
Savings accounts		41			11			52
Money market accounts		268			4			272
Time deposit accounts		1,060			(451	)		609
Short-term borrowing and long-term debt		361			347			708
Total interest-bearing liabilities		1,805			(36	)		1,769
Change in net interest and dividend income	$	12,342		$	1,066		$	13,408

(1)

Net interest income was $29.2 million for the six months ended June 30, 2017 and $16.2 million for the six months ended June 30, 2016. The increase in net interest income was primarily due to the increase in interest and dividend income of $14.8 million, or 68.6%, partially offset by the increase in interest expense of $1.8 million, or 33.6%, from the six months ended June 30, 2016. The net interest margin, on a tax-equivalent basis, was 3.09% and 2.61% for the six months ended June 30, 2017 and 2016, respectively.

The average balance sheet comparison for the six months ended June 30, 2016 to June 30, 2017 largely reflects the merger with Chicopee. Average interest-earning assets increased $681.2 million, or 54.1%, from $1.258 billion, for the six months ended June 30, 2016 to $1.940 billion, for the six months ended June 30, 2017. The increase in average interest-earning assets was due to the $734.7 million, or 86.8%, increase in average loans, partially offset by a $47.7 million, or 13.5%, decrease in average investments and a $7.7 million, or 18.4%, decrease in other interest-earning assets. The average balance of demand deposit accounts, an interest-free source of funds, increased $147.6 million, or 93.0%, for the six months ended June 30, 2017, compared to the six months ended June 30, 2016.

The net interest margin increased 48 basis points, from 2.61% for the six months ended June 30, 2016, to 3.09% for the six months ended June 30, 2017. During the six months ended June 30, 2017, amortization of purchase accounting adjustments related to the Chicopee acquisition increased net interest income by $1.0 million. Excluding these items, net interest margin for the six months ended June 30, 2017 was 3.04%. The average asset yield increased from 3.44%, for the six months ended June 30, 2016, to 3.76%, for the six months ended June 30, 2017. The average cost of funds decreased 10 basis points from 1.03%, for the six months ended June 30, 2016, to 0.93% for the six months ended June 30, 2017 primarily due to purchase accounting adjustments on time deposits and borrowings as well as the continuation of low market interest rates, which allowed us to renew or replace maturing time deposits at lower costs. The average cost of time deposits decreased 16 basis points from 1.23%, for the six months ended June 30, 2016, to 1.07% for the six months ended June 30, 2017. The average cost of borrowings increased 23 basis points, from 1.73% for the six months ended June 30, 2016, to 1.96%, for the six months ended June 30, 2017. The increase in cost of funds in FHLB borrowings was primarily due to the increase in the Federal Funds target rate in December 2016, March 2017 and mid-June 2017.

Provision for Loan Losses

The amount that we provided for loan losses during the six months ended June 30, 2017 was based upon the changes that occurred in the loan portfolio during that same period. The changes in the loan portfolio for the six months ended June 30, 2017, described in the comparison of financial condition, include increases in residential real estate loans and commercial and industrial loans. After evaluating these factors, we recorded a provision of $650,000 for loan losses for the six months ended June 30, 2017, compared to $25,000 for the same period in 2016. The allowance was $10.4 million at June 30, 2017 and $10.1 million at December 31, 2016. The allowance for loan losses was 0.65% and 0.64% of total loans at June 30, 2017 and December 31, 2016, respectively.

Net charge-offs were $300,000 for the six months ended June 30, 2017. This comprised charge-offs of $495,000 for the six months ended June 30, 2017, partially offset by recoveries of $195,000.

Net recoveries were $705,000 for the six months ended June 30, 2016. This comprised recoveries of $965,000 for the six months ended June 30, 2016, partially offset by charge-offs of $260,000. During the first quarter of 2016, we received a partial recovery of $852,000 related to a single commercial real estate loan previously charged-off in 2010.

Noninterest Income

For the six months ended June 30, 2017, non-interest income of $4.1 million, increased $1.8 million, or 79.8%, compared to $2.3 million, for the six months ended June 30, 2016. The increase of $1.8 million was primarily due to an increase in service charges and fees and wealth management fee income of $1.4 million, or 87.8%, and an increase in income from bank-owned life insurance of $155,000, or 20.3% primarily resulting from the merger. Pre-tax realized gains on the sale of securities decreased $701,000, or 102.6%. Additionally, there was a $915,000 decrease on the prepayment of borrowings reported during the six months ended June 30, 2016 as there were no such prepayments in 2017. Excluding the net gain on sales of securities of $665,000 and the prepayment of borrowings of $915,000, non-interest income increased $1.6 million, or 63.9%. For the six months ended June 30, 2017, wealth management fees of $241,000 earned by Westfield Financial Management Services, the Company’s management subsidiary, were included in service charges and fee income. Total assets under management increased to $102.1 million at June 30, 2017, compared to $91.6 million at December 31, 2016 due to positive market movements and additions from new and existing clients.

Noninterest Expense

For the six months ended June 30, 2017, non-interest expense increased $7.2 million, or 47.8% to $22.3 million, or 2.15% of average assets, compared to $15.1 million, or 2.26% of average assets, for the six months ended June 30, 2016. The increase in non-interest expense was primarily due to a $4.8 million, or 62.9%, increase in salaries and benefits due to the addition of the Chicopee staff and normal merit increases. Occupancy expense increased $767,000, or 66.3%, due to the acquisition of the Chicopee branches. Furniture and equipment increased $258,000, or 53.6%, from $481,000 for the six months ended June 30, 2016, to $739,000 for the six months ended June 30, 2017 and data processing expense increased $296,000, or 38.7%, from $764,000, for the six months ended June 30, 2016, to $1.1 million, for the six months ended June 30, 2017. Professional fees increased $216,000, or 20.4%, advertising and marketing expense increased $129,000, or 25.6%, and other non-interest expense increased $1.3 million, or 63.1%. These increases were partially offset by the decrease in FDIC insurance expense of $77,000, or 20.3% to $303,000 and a $457,000, or 42.2%, decrease in merger related expenses. The increase to non-interest expense reflects generally higher level of expenses associated with operating a larger financial institution, which includes additional employees, increased costs for data processing, occupancy, and professional services. The merger provided the opportunity to achieve greater economies of scale as reflected in the improvement in the efficiency ratio from 74.6%, for the six months ended June 30, 2016, to 64.9%, for the six months ended June 30, 2017.

Income Taxes

For the six months ended June 30, 2017, we had a tax provision of $1.6 million as compared to $1.1 million for the same period in 2016. The effective tax rate was 15.0% for the six months ended June 30, 2017 and 31.3% for the same period in 2016. The 2017 period includes $1.8 million in tax benefits recorded on the reversal of a deferred tax valuation allowance and stock option exercises.

LIQUIDITY AND CAPITAL RESOURCES

The term “liquidity” refers to our ability to generate adequate amounts of cash to fund loan originations, loan purchases, withdrawals of deposits and operating expenses. Our primary sources of liquidity are deposits, scheduled amortization and prepayments of loan principal and mortgage-backed securities, maturities and calls of securities and funds provided by operations. We also can borrow funds from the FHLBB based on eligible collateral of loans and securities. Our maximum additional borrowing capacity from the FHLBB at June 30, 2017, was $131.1 million. In addition, we have available lines of credit of $4.0 million and $50.0 million with Bankers Bank Northeast (“BBN”) and PNC Bank, respectively. The interest rates on these lines are determined and reset on a daily basis by each respective bank.

Liquidity management is both a daily and long-term function of business management. The measure of a company’s liquidity is its ability to meet its cash commitments at all times with available cash or by conversion of other assets to cash at a reasonable price. Loan repayments and maturing securities are a relatively predictable source of funds. However, deposit flow, calls of securities and repayments 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. Management believes that we have sufficient liquidity to meet its current operating needs.

At June 30, 2017, we exceeded each of the applicable regulatory capital requirements. As of June 30, 2017, the most recent notification from the Office of Comptroller of the Currency categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized” the Bank must maintain minimum total risk-based, Tier 1 risk-based, Common Equity Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes would change our category. Our actual capital ratios of June 30, 2017 and December 31, 2016 are also presented in the following table.

	Actual					Minimum For Capital Adequacy Purpose					Minimum To Be Well Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
June 30, 2017
Total Capital (to Risk Weighted Assets):
Consolidated	$	257,064		15.78	%	$	130,325		8.00	%		N/A		N/A
Bank		246,559		15.16			130,093		8.00		$	162,616		10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated		246,586		15.14			97,744		6.00			N/A		N/A
Bank		236,081		14.52			97,570		6.00			130,093		8.00
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated		246,586		15.14			73,308		4.50			N/A		N/A
Bank		236,081		14.52			73,177		4.50			105,701		6.50
Tier 1 Leverage Ratio (to Adjusted Average Assets):
Consolidated		246,586		11.94			82,631		4.00			N/A		N/A
Bank		236,081		11.44			82,522		4.00			103,153		5.00

December 31, 2016
Total Capital (to Risk Weighted Assets):
Consolidated	$	245,389		15.10	%	$	130,037		8.00	%		N/A		N/A
Bank		237,626		14.64			129,879		8.00		$	162,349		10.00	%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated		235,261		14.47			97,528		6.00			N/A		N/A
Bank		227,498		14.01			97,409		6.00			129,879		8.00
Common Equity Tier 1 Capital (to Risk Weighted Assets):
Consolidated		235,261		14.47			73,146		4.50			N/A		N/A
Bank		227,498		14.01			73,057		4.50			105,527		6.50
Tier 1 Leverage Ratio (to Adjusted Average Assets):
Consolidated		235,261		12.19			77,187		4.00			N/A		N/A
Bank		227,498		11.86			76,745		4.00			95,931		5.00

We also have outstanding, at any time, a significant number of commitments to extend credit and provide financial guarantees to third parties. These arrangements are subject to strict credit control assessments. Guarantees specify limits to our obligations. Because many commitments and almost all guarantees expire without being funded in whole or in part, the contract amounts are not estimates of future cash flows. We are obligated under leases for certain of our branches and equipment. The following table summarizes the contractual obligations and credit commitments at June 30, 2017:

	Within 1 Year		After 1 Year But Within 3 Years		After 3 Year But Within 5 Years		After 5 Years		Total
	(In thousands)
Lease Obligations
Operating lease obligations⁽¹⁾	$	1,118	$	2,103	$	1,793	$	5,305	$	10,319

Borrowings and Debt
Federal Home Loan Bank		216,271		62,305		10,345		3,033		291,954
Securities sold under agreements to repurchase		16,758		—		—		—		16,758
Total borrowings and debt		233,029		62,305		10,345		3,033		308,712

Credit Commitments
Available lines of credit		152,094		9		—		58,734		210,837
Other loan commitments		32,854		19,987		3,315		2,208		58,364
Letters of credit		7,029		392		—		255		7,676
Total credit commitments		191,977		20,388		3,315		61,197		276,877

Other Obligations
Vendor Contracts		2,644		5,288		5,288		7,051		20,271

Total Obligations	$	428,768	$	90,084	$	20,741	$	76,586	$	616,179

⁽¹⁾

Payments are for the lease of real property.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our assessment of our sensitivity to market risk since its presentation in our 2016 Annual Report. Please refer to Item 7A of the 2016 Annual Report for additional information.

ITEM 4: CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of the end of the period covered by this report. Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, to ensure that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussion regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during our last fiscal quarter that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

We are subject to claims and legal actions in the ordinary course of business. We believe that all such claims and actions currently pending against us, if any, are either adequately covered by insurance or would not have a material adverse effect on us if decided in a manner unfavorable to us.

ITEM 1A.

RISK FACTORS.

For a summary of risk factors relevant to our operations, see Part 1, Item 1A, “Risk Factors” in our 2016 Annual Report. There are no material changes in the risk factors relevant to our operations.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table sets forth information with respect to purchases made by us of our common stock during the three months ended June 30, 2017.

Period	Total Number of Shares Purchased		Average Price Paid per Share ($)		Total Number of Shares Purchased as Part of Publicly Announced Programs		Maximum Number of Shares that May Yet Be Purchased Under the Program(1)
April 1 - 30, 2017		—		—		—		3,011,837
May 1 - 31, 2017		—		—		—		3,011,837
June 1 - 30, 2017		—		—		—		3,011,837
Total		—		—		—		3,011,837

(1)

On January 31, 2017, the Board of Directors authorized an additional stock repurchase program under which the Company may purchase up to 3,047,000 shares, or 10%, of its outstanding common stock.

There were no sales by us of unregistered securities during the three months ended June 30, 2017.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 7, 2017.

	Western New England Bancorp, Inc.

	By:	/s/ James C. Hagan
		James C. Hagan
		President and Chief Executive Officer

	By:	/s/ Guida R. Sajdak
		Guida R. Sajdak
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of April 4, 2016, by and between Western New England Bancorp, Inc. (f/k/a Westfield Financial, Inc.) and Chicopee Bancorp, Inc. (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission on April 7, 2016).

3.2		Restated Articles of Organization of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on October 26, 2016).

3.3		Amended and Restated Bylaws of Western New England Bancorp, Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on February 2, 2017).

4.1		Form of Stock Certificate of Western New England Bancorp, Inc. (f/k/a Westfield Financial, Inc.) (incorporated by reference to Exhibit 4.1 of the Registration Statement No. 333-137024 on Form S-1 filed with the Securities and Exchange Commission on August 31, 2006).

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101**		Financial statements from the quarterly report on Form 10-Q of Western New England Bancorp, Inc. for the quarter ended June 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Net Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.

Filed herewith.

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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