UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~(X)~~☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~( )~~☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September~~June 30, ~~2019~~2020

Commission file number: 001-15985

UNION BANKSHARES, INC.

~~VERMONT~~VT

03-0283552

~~P.O. BOX 667~~

20 LOWER MAIN STREET, P.O. BOX 667

MORRISVILLE, VT 05661

Registrant’s telephone number: 802-888-6600

Former name, former address and former fiscal year, if changed since last report: Not applicable

Securities registered pursuant to section 12(b) of the Act:

Common Stock, $2.00 par value

UNB

Nasdaq Stock Market

(Title of class)

(Trading Symbol)

(Exchanges registered on)

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 ~~[X]~~☒ No ~~[ ]~~

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 ~~[X]~~☒ 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 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 ~~[ X ]~~	☒
Non-accelerated filer ~~[ ]~~	☐	Smaller reporting company ~~[ X ]~~	☒
		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 Act).

Yes ~~[ ]~~☐ No ~~[X]~~☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of ~~October 28, 2019.~~July 27, 2020.

Common Stock, $2 par value

4,474,902

UNION BANKSHARES, INC.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION


			~~Common Stock, $2 par value~~		~~4,469,048~~		~~shares~~

~~UNION BANKSHARES, INC.~~

~~TABLE OF CONTENTS~~

~~PART I FINANCIAL INFORMATION~~



Item 1. Financial Statements.
Unaudited Interim Consolidated Financial Statements of Union Bankshares, Inc. and Subsidiary
Consolidated Balance Sheets			~~Page~~ 1
Consolidated Statements of Income			~~Page~~ 2
Consolidated Statements of Comprehensive Income			~~Page~~ 3
Consolidated Statements of Changes in Stockholders' Equity			~~Page~~ 4
Consolidated Statements of Cash Flows			~~Page~~ 5
Notes to Unaudited Interim Consolidated Financial Statements			~~Page~~ 7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			~~Page 26~~27
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			~~Page 44~~47
Item 4. Controls and Procedures.			~~Page 44~~47

PART II OTHER INFORMATION

Item 1. Legal Proceedings.			~~Page 45~~47
Item 1A. Risk Factors.			~~Page 45~~47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			~~Page 45~~49
Item 6. Exhibits.			~~Page 45~~49

Signatures			~~Page 45~~49

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS


	September 30, 2019			December 31, 2018				June 30, 2020		December 31, 2019
	(Unaudited)							(Unaudited)
Assets	(Dollars in thousands)						Assets	(Dollars in thousands)
Cash and due from banks	$	5,126		$	4,045		Cash and due from banks	$	6,049	$	5,405
Federal funds sold and overnight deposits	24,774			33,244			Federal funds sold and overnight deposits	30,579		45,729
Cash and cash equivalents	29,900			37,289			Cash and cash equivalents	36,628		51,134
Interest bearing deposits in banks	7,062			9,300			Interest bearing deposits in banks	9,802		6,565
Investment securities available-for-sale	85,274			73,405			Investment securities available-for-sale	85,430		87,393

Other investments	612			556			Other investments	791		690
Total investments	85,886			73,961			Total investments	86,221		88,083
Loans held for sale	13,561			2,899			Loans held for sale	43,550		7,442
Loans	657,916			642,461			Loans	692,658		670,244
Allowance for loan losses	(5,808		)	(5,739		)	Allowance for loan losses	(6,888)		(6,122)
Net deferred loan costs	988			938
Net deferred loan (fees) costs							Net deferred loan (fees) costs	(821)		1,043
Net loans	653,096			637,660			Net loans	684,949		665,165

Premises and equipment, net	22,507			16,073			Premises and equipment, net	20,379		20,923

Goodwill							Goodwill	2,223		2,223

Company-owned life insurance	12,240			9,040			Company-owned life insurance	12,481		12,322
Other assets	20,636			19,115			Other assets	20,850		19,055
Total assets	$	844,888		$	805,337		Total assets	$	917,083	$	872,912
Liabilities and Stockholders’ Equity							Liabilities and Stockholders’ Equity
Liabilities							Liabilities
Deposits							Deposits
Noninterest bearing	$	137,239		$	132,971		Noninterest bearing	$	188,741	$	136,434
Interest bearing	419,646			444,722			Interest bearing	484,496		458,940
Time	159,844			129,077			Time	146,255		148,653
Total deposits	716,729			706,770			Total deposits	819,492		744,027
Borrowed funds	47,164			27,821			Borrowed funds	9,497		47,164

Accrued interest and other liabilities	10,382			6,255			Accrued interest and other liabilities	12,327		9,878
Total liabilities	774,275			740,846			Total liabilities	841,316		801,069
Commitments and Contingencies							Commitments and Contingencies
Stockholders’ Equity							Stockholders’ Equity
Common stock, $2.00 par value; 7,500,000 shares authorized; 4,945,690 shares issued at September 30, 2019 and 4,943,690 shares issued at December 31, 2018	9,892			9,888
Common stock, $2.00 par value; 7,500,000 shares authorized; 4,950,430 shares issued at June 30, 2020 and 4,948,245 shares issued at December 31, 2019							Common stock, $2.00 par value; 7,500,000 shares authorized; 4,950,430 shares issued at June 30, 2020 and 4,948,245 shares issued at December 31, 2019	9,901		9,897
Additional paid-in capital	1,099			894			Additional paid-in capital	1,306		1,124
Retained earnings	62,645			58,911			Retained earnings	66,020		64,019
Treasury stock at cost; 476,647 shares at September 30, 2019 and 477,011 shares at December 31, 2018	(4,186		)	(4,179		)
Accumulated other comprehensive income (loss)	1,163			(1,023		)
Treasury stock at cost; 475,531 shares at June 30, 2020 and 476,268 shares at December 31, 2019							Treasury stock at cost; 475,531 shares at June 30, 2020 and 476,268 shares at December 31, 2019	(4,177)		(4,183)
Accumulated other comprehensive income							Accumulated other comprehensive income	2,717		986
Total stockholders' equity	70,613			64,491			Total stockholders' equity	75,767		71,843
Total liabilities and stockholders' equity	$	844,888		$	805,337		Total liabilities and stockholders' equity	$	917,083	$	872,912

~~See accompanying notes to unaudited interim consolidated financial statements.~~

~~UNION BANKSHARES, INC. AND SUBSIDIARY~~

~~CONSOLIDATED STATEMENTS OF INCOME~~ ~~(Unaudited)~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2019 2018 2019 2018
(Dollars in thousands, except per share data)
Interest and dividend income
Interest and fees on loans $ 8,502
$ 7,482
$ 24,604
$ 21,855
Interest on debt securities:
Taxable 409
321
1,271
918
Tax exempt 131
145
373
436
Dividends 24
65
177
160
Interest on federal funds sold and overnight deposits 19
26
130
88
Interest on interest bearing deposits in banks 46
56
153
152
Total interest and dividend income 9,131
8,095
26,708
23,609
Interest expense
Interest on deposits 1,198
842
3,439
1,949
Interest on borrowed funds 299
244
689
515
Total interest expense 1,497
1,086
4,128
2,464
    Net interest income 7,634
7,009
22,580
21,145
Provision for loan losses 150
150
350
300
    Net interest income after provision for loan losses 7,484
6,859
22,230
20,845
Noninterest income
Trust income 168
195
519
579
Service fees 1,617
1,568
4,547
4,538
Net gains on sales of investment securities available-for-sale —
—
8
—
Net gains on sales of loans held for sale 824
596
1,881
1,322
Other income 123
93
399
636
Total noninterest income 2,732
2,452
7,354
7,075
Noninterest expenses
Salaries and wages 3,072
2,745
8,773
8,008
Employee benefits 1,043
1,144
3,097
3,299
Occupancy expense, net 428
338
1,287
1,069
Equipment expense 625
528
1,764
1,574
Other expenses 1,833
1,770
5,400
5,005
Total noninterest expenses 7,001
6,525
20,321
18,955
        Income before provision for income taxes 3,215
2,786
9,263
8,965
Provision for income taxes 477
475
1,374
1,457
        Net income $ 2,738
$ 2,311
$ 7,889
$ 7,508
Earnings per common share $ 0.62
$ 0.52
$ 1.77
$ 1.68
Weighted average number of common shares outstanding 4,468,400
4,465,882
4,467,845
4,465,741
Dividends per common share $ 0.31
$ 0.30
$ 0.93
$ 0.90

~~See accompanying notes to unaudited interim consolidated financial statements.~~

~~UNION BANKSHARES, INC. AND SUBSIDIARY~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~ ~~(Unaudited)~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2019 2018 2019 2018
(Dollars in thousands)
Net income $ 2,738
$ 2,311
$ 7,889
$ 7,508
Other comprehensive income (loss), net of tax:
Investment securities available-for-sale:
Net unrealized holding gains (losses) arising during the period on investment securities available-for-sale 441
(352 ) 2,192
(1,516 )
Reclassification adjustment for net gains on sales of investment securities available-for-sale realized in net income —
—
(6 ) —
Total other comprehensive income (loss) 441
(352 ) 2,186
(1,516 )
Total comprehensive income $ 3,179
$ 1,959
$ 10,075
$ 5,992

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 1

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF ~~CHANGES IN STOCKHOLDERS' EQUITY~~ INCOME (Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(Dollars in thousands, except per share data)
Interest and dividend income
Interest and fees on loans	$	8,565	$	8,200	$	16,856	$	16,102
Interest on debt securities:
Taxable	337		461		724		862
Tax exempt	160		111		317		242
Dividends	26		30		60		72
Interest on federal funds sold and overnight deposits	11		50		64		111
Interest on interest bearing deposits in banks	40		52		81		107
Total interest and dividend income	9,139		8,904		18,102		17,496
Interest expense
Interest on deposits	1,252		1,176		2,561		2,241
Interest on borrowed funds	109		221		257		383
Total interest expense	1,361		1,397		2,818		2,624
Net interest income	7,778		7,507		15,284		14,872
Provision for loan losses	500		150		800		200
Net interest income after provision for loan losses	7,278		7,357		14,484		14,672
Noninterest income
Trust income	178		183		351		351
Service fees	1,284		1,504		2,781		2,930
Net gains on sales of investment securities available-for-sale	—		4		11		8
Net gains on sales of loans held for sale	1,227		683		2,039		1,057
Net gain on other investments	162		19		38		81
Other income	137		78		286		276
Total noninterest income	2,988		2,471		5,506		4,703
Noninterest expenses
Salaries and wages	2,829		2,903		5,950		5,701
Employee benefits	1,231		1,062		2,213		2,061
Occupancy expense, net	477		421		991		859
Equipment expense	756		574		1,496		1,139
Other expenses	1,818		1,840		3,633		3,567
Total noninterest expenses	7,111		6,800		14,283		13,327
Income before provision for income taxes	3,155		3,028		5,707		6,048
Provision for income taxes	487		498		843		897
Net income	$	2,668	$	2,530	$	4,864	$	5,151
Earnings per common share	$	0.60	$	0.56	$	1.09	$	1.15
Weighted average number of common shares outstanding	4,474,139		4,467,748		4,473,512		4,467,563
Dividends per common share	$	0.32	$	0.31	$	0.64	$	0.62

Three Month Period Ended September 30, 2019 and 2018
Common Stock
Accumulated
other
comprehensive income (loss)

Shares,
net of
treasury
Amount
Additional
paid-in
capital
Retained
earnings
Treasury
stock
Total
stockholders’
equity
(Dollars in thousands, except per share data)
Balances June 30, 2019 4,467,845
$ 9,890
$ 1,020
$ 61,292
$ (4,188 ) $ 722
$ 68,736
   Net income —
—
—
2,738
—
—
2,738
   Other comprehensive income —
—
—
—
—
441
441
   Dividend reinvestment plan 198
—
5
—
2
—
7
   Cash dividends declared
       ($0.31 per share)
—
—
—
(1,385 ) —
—
(1,385 )
   Stock based compensation expense —
—
54
—
—
—
54
   Exercise of stock options 1,000
2
20
—
—
—
22
Balances, September 30, 2019 4,469,043
$ 9,892
$ 1,099
$ 62,645
$ (4,186 ) $ 1,163
$ 70,613

Balances June 30, 2018 4,465,803
$ 9,882
$ 850
$ 59,715
$ (4,078 ) $ (6,260 ) $ 60,109
   Net income —
—
—
2,311
—
—
2,311
   Other comprehensive loss —
—
—
—
—
(352 ) (352 )
   Dividend reinvestment plan 143
—
6
—
2
—
8
   Cash dividends declared
($0.30 per share)
—
—
—
(1,340 ) —
—
(1,340 )
   Stock based compensation expense —
—
41
—
—
—
41
Balances, September 30, 2018 4,465,946
$ 9,882
$ 897
$ 60,686
$ (4,076 ) $ (6,612 ) $ 60,777

Nine Month Period Ended September 30, 2019 and 2018
Common Stock
Accumulated
other
comprehensive income (loss)

Shares,
net of
treasury
Amount
Additional
paid-in
capital
Retained
earnings
Treasury
stock
Total
stockholders’
equity
(Dollars in thousands, except per share data)
Balances, December 31, 2018 4,466,679
$ 9,888
$ 894
$ 58,911
$ (4,179 ) $ (1,023 ) $ 64,491
   Net income —
—
—
7,889
—
—
7,889
   Other comprehensive income —
—
—
—
—
2,186
2,186
   Dividend reinvestment plan 664
—
21
—
6
—
27
   Cash dividends declared
       ($0.93 per share)
—
—
—
(4,155 ) —
—
(4,155 )
   Stock based compensation expense —
—
144
—
—
—
144
   Exercise of stock options 2,000
4
40
—
—
—
44
   Purchase of treasury stock (300 ) —
—
—
(13 ) —
(13 )
Balances, September 30, 2019 4,469,043
$ 9,892
$ 1,099
$ 62,645
$ (4,186 ) $ 1,163
$ 70,613

Balances, December 31, 2017 4,465,576
$ 9,882
$ 755
$ 57,197
$ (4,077 ) $ (5,096 ) $ 58,661
   Net income —
—
—
7,508
—
—
7,508
   Other comprehensive loss —
—
—
—
—
(1,516 ) (1,516 )
   Dividend reinvestment plan 430
—
19
—
4
—
23
   Cash dividends declared
($0.90 per share)
—
—
—
(4,019 ) —
—
(4,019 )
   Stock based compensation expense —
—
123
—
—
—
123
   Purchase of treasury stock (60 ) —
—
—
(3 ) —
(3 )
Balances, September 30, 2018 4,465,946
$ 9,882
$ 897
$ 60,686
$ (4,076 ) $ (6,612 ) $ 60,777

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 2

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~ COMPREHENSIVE INCOME (Unaudited)

Nine Months Ended September 30,
2019 2018
Cash Flows From Operating Activities (Dollars in thousands)
Net income $ 7,889
$ 7,508
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 1,122
886
Provision for loan losses 350
300
Deferred income tax credit (26 ) (57 )
Net amortization of investment securities 305
294
Equity in losses of limited partnerships 534
428
Stock based compensation expense 144
123
Net increase in unamortized loan costs (50 ) (96 )
Proceeds from sales of loans held for sale 103,207
84,541
Origination of loans held for sale (111,988 ) (82,729 )
Net gains on sales of loans held for sale (1,881 ) (1,322 )
Net gain on disposals of premises and equipment —
(191 )
Net gain on sales of investment securities available-for-sale (8 ) —
Net gain on sales of other real estate owned —
(11 )
Decrease (increase) in accrued interest receivable 110
(70 )
Amortization of core deposit intangible 129
129
Increase in other assets (851 ) (258 )
Contribution to defined benefit pension plan —
(850 )
Increase in other liabilities 2,478
1,228
Net cash provided by operating activities 1,464
9,853
Cash Flows From Investing Activities
Interest bearing deposits in banks
Proceeds from maturities and redemptions 2,487
1,843
Purchases (249 ) (2,238 )
Investment securities held-to-maturity
Proceeds from maturities, calls and paydowns —
1,000
Investment securities available-for-sale
Proceeds from sales 8,785
—
Proceeds from maturities, calls and paydowns 6,567
4,222
Purchases (24,752 ) (13,053 )
Other investments
Proceeds from sales 47
44
Purchases (103 ) (120 )
Net increase in nonmarketable stock (231 ) (468 )
Net increase in loans (15,746 ) (49,739 )
Recoveries of loans charged off 10
17
Purchases of premises and equipment (6,070 ) (2,391 )
Purchase of Company-owned life insurance (3,000 ) —
Proceeds from Company-owned life insurance death benefit —
307
Investments in limited partnerships (1,803 ) (695 )
Proceeds from sales of premises and equipment —
204
Proceeds from sales of other real estate owned —
47
Net cash used in investing activities (34,058 ) (61,020 )


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
	(Dollars in thousands)
Net income	$	2,668	$	2,530	$	4,864	$	5,151
Other comprehensive income, net of tax:
Investment securities available-for-sale:
Net unrealized holding gains arising during the period on investment securities available-for-sale	656		808		1,740		1,751
Reclassification adjustment for net gains on sales of investment securities available-for-sale realized in net income	—		(3)		(9)		(6)






Total other comprehensive income	656		805		1,731		1,745
Total comprehensive income	$	3,324	$	3,335	$	6,595	$	6,896

Cash Flows From Financing Activities
Advances on long-term borrowings 150,000
164,175
Repayment of long-term debt (130,287 ) (156,940 )
Net (decrease) increase in short-term borrowings outstanding (370 ) 3,174
Net increase (decrease) in noninterest bearing deposits 4,268
(1,228 )
Net decrease in interest bearing deposits (25,076 ) (10,656 )
Net increase in time deposits 30,767
32,033
Issuance of common stock 44
—
Purchase of treasury stock (13 ) (3 )
Dividends paid (4,128 ) (3,996 )
Net cash provided by financing activities 25,205
26,559
Net decrease in cash and cash equivalents (7,389 ) (24,608 )
Cash and cash equivalents
Beginning of period 37,289
38,508
End of period $ 29,900
$ 13,900
Supplemental Disclosures of Cash Flow Information
Interest paid $ 3,787
$ 2,440
Income taxes paid $ 575
$ 1,350

Supplemental Schedule of Noncash Investing Activities
Investment in limited partnerships acquired by capital contributions payable $ 619
$ 1,321
Right-of-use operating lease assets obtained in exchange for operating lease liabilities $ 516
$ —
Right-of-use finance lease assets obtained in exchange for finance lease liabilities $ 1,486
$ —

Dividends paid on Common Stock:
Dividends declared $ 4,155
$ 4,019
Dividends reinvested (27 ) (23 )
$ 4,128
$ 3,996

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 3

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)



	Three Month Period Ended June 30, 2020 and 2019
	Common Stock											Accumulated other comprehensive income (loss)
	Shares, net of treasury	Amount		Additional paid-in capital		Retained earnings		Treasury stock						Total stockholders’ equity
	(Dollars in thousands, except per share data)
Balances March 31, 2020	4,473,200	$	9,899	$	1,226	$	64,783	$	(4,181)	$	2,061	$	73,788
Net income	—	—		—		2,668		—		—		2,668
Other comprehensive income	—	—		—		—		—		656		656
Dividend reinvestment plan	514	—		7		—		4		—		11
Cash dividends declared ($0.32 per share)	—	—		—		(1,431)		—		—		(1,431)
Stock based compensation expense	1,185	2		73		—		—		—		75


Balances, June 30, 2020	4,474,899	$	9,901	$	1,306	$	66,020	$	(4,177)	$	2,717	$	75,767

Balances March 31, 2019	4,467,625	$	9,890	$	967	$	60,147	$	(4,190)	$	(83)	$	66,731
Net income	—	—		—		2,530		—		—		2,530
Other comprehensive income	—	—		—		—		—		805		805
Dividend reinvestment plan	220	—		6		—		2		—		8
Cash dividends declared ($0.31 per share)	—	—		—		(1,385)		—		—		(1,385)
Stock based compensation expense	—	—		47		—		—		—		47


Balances, June 30, 2019	4,467,845	$	9,890	$	1,020	$	61,292	$	(4,188)	$	722	$	68,736


	Six Month Period Ended June 30, 2020 and 2019
	Common Stock											Accumulated other comprehensive income (loss)
	Shares, net of treasury	Amount		Additional paid-in capital		Retained earnings		Treasury stock						Total stockholders’ equity
	(Dollars in thousands, except per share data)
Balances, December 31, 2019	4,471,977	$	9,897	$	1,124	$	64,019	$	(4,183)	$	986	$	71,843
Net income	—	—		—		4,864		—		—		4,864
Other comprehensive income	—	—		—		—		—		1,731		1,731
Dividend reinvestment plan	737	—		13		—		6		—		19
Cash dividends declared ($0.64 per share)	—	—		—		(2,863)		—		—		(2,863)
Stock based compensation expense	1,185	2		149		—		—		—		151
Exercise of stock options	1,000	2		20		—		—		—		22

Balances, June 30, 2020	4,474,899	$	9,901	$	1,306	$	66,020	$	(4,177)	$	2,717	$	75,767

Balances, December 31, 2018	4,466,679	$	9,888	$	894	$	58,911	$	(4,179)	$	(1,023)	$	64,491
Net income	—	—		—		5,151		—		—		5,151
Other comprehensive income	—	—		—		—		—		1,745		1,745
Dividend reinvestment plan	466	—		16		—		4		—		20
Cash dividends declared ($0.62 per share)	—	—		—		(2,770)		—		—		(2,770)
Stock based compensation expense	—	—		90		—		—		—		90
Exercise of stock options	1,000	2		20		—		—		—		22
Purchase of treasury stock	(300)	—		—		—		(13)		—		(13)
Balances, June 30, 2019	4,467,845	$	9,890	$	1,020	$	61,292	$	(4,188)	$	722	$	68,736

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 4

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Six Months Ended June 30,
	2020		2019
Cash Flows From Operating Activities	(Dollars in thousands)
Net income	$	4,864	$	5,151
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation	943		699
Provision for loan losses	800		200
Deferred income tax provision (benefit)	6		(26)
Net amortization of premiums on investment securities	245		173
Equity in losses of limited partnerships	376		323
Stock based compensation expense	151		90
Net decrease (increase) in unamortized loan costs	1,864		(46)
Proceeds from sales of loans held for sale	99,950		57,710
Origination of loans held for sale	(134,019)		(62,737)
Net gains on sales of loans held for sale	(2,039)		(1,057)

Net gains on sales of investment securities available-for-sale	(11)		(8)



Net gain on other investments	(38)		(81)
(Increase) decrease in accrued interest receivable	(713)		330
Amortization of core deposit intangible	86		86
Increase in other assets	(45)		(248)

Increase in other liabilities	526		1,600
Net cash (used in) provided by operating activities	(27,054)		2,159
Cash Flows From Investing Activities
Interest bearing deposits in banks
Proceeds from maturities and redemptions	498		2,238
Purchases	(3,735)		(249)



Investment securities available-for-sale
Proceeds from sales	3,076		8,785
Proceeds from maturities, calls and paydowns	8,695		3,446
Purchases	(7,851)		(16,733)
Net (purchases) sales of other investments	(63)		20
Net decrease (increase) in nonmarketable stock	1,457		(204)

Net (increase) decrease in loans	(22,471)		36,698
Recoveries of loans charged off	23		10
Purchases of premises and equipment	(399)		(4,399)



Investments in limited partnerships	(1,658)		(1,220)



Net cash (used in) provided by investing activities	(22,428)		28,392

Union Bankshares, Inc. Page 5



Cash Flows From Financing Activities

Repayment of long-term debt	—		(10,070)
Net (decrease) increase in short-term borrowings outstanding	(37,667)		24,630
Net increase (decrease) in noninterest bearing deposits	52,307		(4,961)
Net increase (decrease) in interest bearing deposits	25,556		(79,077)
Net (decrease) increase in time deposits	(2,398)		30,068
Issuance of common stock	22		22
Purchase of treasury stock	—		(13)
Dividends paid	(2,844)		(2,750)
Net cash provided by (used in) financing activities	34,976		(42,151)
Net decrease in cash and cash equivalents	(14,506)		(11,600)
Cash and cash equivalents
Beginning of period	51,134		37,289
End of period	$	36,628	$	25,689
Supplemental Disclosures of Cash Flow Information
Interest paid	$	3,326	$	2,559
Income taxes paid	$	—	$	250

Supplemental Schedule of Noncash Investing Activities



Investment in limited partnerships acquired by capital contributions payable	$	2,722	$	1,203
Right-of-use operating lease assets obtained in exchange for operating lease liabilities	$	—	$	2,002


Dividends paid on Common Stock:
Dividends declared	$	2,863	$	2,770
Dividends reinvested	(19)		(20)
	$	2,844	$	2,750

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 6

UNION BANKSHARES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS


~~Note 1.~~	~~Basis of Presentation~~

Note 1. Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Union Bankshares, Inc. and Subsidiary (together, the Company) as of ~~September~~June 30, ~~2019,~~2020, and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~,2019, have been prepared in conformity with GAAP for interim financial information, general practices within the banking industry, and the accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018~~ ~~(2018~~2019 (2019 Annual Report). The Company's sole subsidiary is Union Bank. In the opinion of the Company’s management, all adjustments, consisting only of normal recurring adjustments and disclosures necessary for a fair presentation of the information contained herein, have been made. This information should be read in conjunction with the Company’s ~~2018~~2019 Annual Report. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, ~~2019,~~2020, or any future interim period.

The Company is a “smaller reporting company” and as permitted under the rules and regulations of the SEC, has elected to provide its consolidated statements of income, comprehensive income, cash flows and changes in stockholder’ equity for a two year, rather than three year, period. The Company has also elected to provide certain other scaled disclosures in this report, as permitted for smaller reporting companies.

Certain amounts in the ~~2018~~2019 consolidated financial statements have been reclassified to conform to the ~~2019~~2020 presentation.

Union Bankshares, Inc. Page 7

In addition to the definitions set forth elsewhere in this report, the acronyms, abbreviations and capitalized terms identified below are used throughout this Form 10-Q, including Part I. "Financial Information" and Part II. "Other Information". The following is provided to aid the reader and provide a reference page when reviewing this Form 10-Q.



AFS:			Available-for-sale	~~IRS:~~MBS:	~~Internal Revenue Service~~Mortgage-backed security
ALCO:			Asset Liability Committee	~~MBS:~~MSRs:	~~Mortgage-backed security~~Mortgage servicing rights
ALL:			Allowance for loan losses	~~MSRs:~~OAO:	~~Mortgage servicing rights~~Other assets owned
ASC:			Accounting Standards Codification	~~OAO:~~OCI:	~~Other assets owned~~
~~ASU:~~	~~Accounting Standards Update~~	~~OCI:~~	Other comprehensive income (loss)
~~Board:~~ASU:			~~Board of Directors~~Accounting Standards Update	OFAC:	U.S. Office of Foreign Assets Control
~~bp or bps:~~Board:			~~Basis point(s)~~Board of Directors	OREO:	Other real estate owned
bp or bps:			Basis point(s)	OTTI:	Other-than-temporary impairment
Branch Acquisition:			The acquisition of three New Hampshire branches in May 2011	~~OTTI:~~OTT:	Other-than-temporary ~~impairment~~
~~CDARS:~~CARES Act:			Coronavirus Aid, Relief and Economic Security Act	Plan:	The Union Bank Pension Plan
CDARS:			Certificate of Deposit Accounts Registry Service of the Promontory Interfinancial Network	~~OTT:~~PPP:	~~Other-than-temporary~~Paycheck Protection Program
Company:			Union Bankshares, Inc. and Subsidiary	~~Plan:~~PPPLF:	~~The Union Bank Pension Plan~~PPP Liquidity Facility of the FRB
~~DRIP:~~COVID-19:			Novel Coronavirus	RD:	USDA Rural Development
DRIP:			Dividend Reinvestment Plan	~~RD:~~RSU:	~~USDA Rural Development~~Restricted Stock Unit
FASB:			Financial Accounting Standards Board	~~RSU:~~SBA:	~~Restricted Stock Unit~~U.S. Small Business Administration
FDIC:			Federal Deposit Insurance Corporation	~~SBA:~~SEC:	~~U.S. Small Business Administration~~
~~FHA:~~	~~U.S. Federal Housing Administration~~	~~SEC:~~	U.S. Securities and Exchange Commission
~~FHLB:~~FHA:			U.S. Federal Housing Administration	TDR:	Troubled-debt restructuring
FHLB:			Federal Home Loan Bank of Boston	~~TDR:~~Union:	~~Troubled-debt restructuring~~
~~FRB:~~	~~Federal Reserve Board~~	~~Union:~~	Union Bank, the sole subsidiary of Union Bankshares, Inc
FRB:			Federal Reserve Board	USDA:	U.S. Department of Agriculture
FHLMC/Freddie Mac:			Federal Home Loan Mortgage Corporation	~~USDA:~~VA:	U.S. ~~Department of Agriculture~~Veterans Administration
GAAP:			Generally Accepted Accounting Principles in the United States	~~VA:~~WHO:	~~U.S. Veterans Administration~~World Health Organization
HTM:			Held-to-maturity	2008 ISO Plan:	2008 Incentive Stock Option Plan of the Company
HUD:			U.S. Department of Housing and Urban Development	2014 Equity Plan:	2014 Equity Incentive Plan
ICS:			Insured Cash Sweeps of the Promontory Interfinancial Network	~~2018~~2019 Annual Report	Annual Report of Form 10-K for the year ended December 31, ~~2018~~2019
IRS:			Internal Revenue Service	2017 Tax Act:	Tax Cut and Jobs Act of 2017

Note 2. Risks and Uncertainties

The outbreak of COVID-19 has adversely impacted a broad range of industries in which the Company’s customers operate and could impair their ability to fulfill their financial obligations to the Company. The WHO has declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The spread of the outbreak has caused significant disruptions in the U.S. economy and has disrupted banking and other financial activity in the areas in which the Company operates. While there has been no material impact to the Company’s employees to date, COVID-19 could also potentially create widespread operating issues for the Company.

Congress, the President, and the FRB have taken several actions designed to cushion the economic fallout. Most notably, the CARES Act was signed into law at the end of March 2020 as a $2 trillion legislative package. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The package also includes extensive emergency funding for small businesses, hospitals and health care providers. In addition to the general impact of COVID-19, certain provisions of the CARES Act as well as other recent legislative and regulatory relief efforts are expected to have a material impact on the Company’s operations in future periods.

Union Bankshares, Inc. Page 8

The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global, national or state, response to contain COVID-19 escalates further or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows. While it is not possible to know the full extent that the impact of COVID-19, and resulting measures to curtail its spread, will have on the Company’s operations, the Company is disclosing potentially material items of which it is aware.

Financial position and results of operations

The Company’s fee income has been reduced due to COVID-19. In keeping with guidance from regulators, the Company continues to work with COVID-19 affected customers to waive a variety of fees, including but not limited to, insufficient funds and overdraft fees, ATM fees and account maintenance fees (See further discussion of fee income in Result of Operations beginning on page 31.) These reductions in fees are thought, at this time, to be temporary, while the COVID-19 related economic crisis persists. At this time, the Company is unable to project the duration or materiality of such an impact, but recognizes that the scope of the economic impact is likely to impact its fee income in future periods. Also, the Company has collected fee income from the SBA for participating in the PPP and processing PPP loans, which will offset the above mentioned reduction in fee income.

The Company’s interest income could be reduced due to COVID-19. In keeping with guidance from regulators, the Company is actively working with COVID-19 affected borrowers to defer their loan payments, interest, and fees. While interest and fees will still accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, interest income and fees accrued would need to be reversed. In such a scenario, interest income in future periods could be negatively impacted. At this time, the Company is unable to project the materiality of such an impact, but recognizes the scope of the economic impact may affect its borrowers’ ability to repay in future periods.

Capital and liquidity

While the Company believes that it has sufficient capital to withstand an extended economic recession brought about by COVID-19, its reported and regulatory capital ratios could be adversely impacted by credit losses. The Company relies on cash on hand as well as dividends from its subsidiary bank to pay dividends to shareholders. If the Company’s capital deteriorates such that its subsidiary bank is unable to pay dividends to it for an extended period of time, the Company may not be able to maintain its dividend to shareholders at the current level. Management is analyzing the Company's current capital levels and the ability to maintain growth projections and absorb future credit losses while maintaining sufficient levels of capital.

The Company maintains access to multiple sources of liquidity. Wholesale funding markets have remained open to the Company, but rates for short term funding have recently been volatile. If funding costs are elevated for an extended period of time, it could have an adverse effect on the Company’s net interest margin. If an extended recession caused large numbers of the Company’s deposit customers to withdraw their funds, the Company might become more reliant on volatile or more expensive sources of funding. To date in 2020, primarily as a result of the deposit of PPP loan proceeds and government assistance payments under the CARES Act, the Company has experienced a significant increase in customer deposits, although that effect will likely be temporary as borrowers spend down their loan proceeds and government assistance payments.

Asset valuation

Currently, the Company does not expect COVID-19 to affect its ability to account timely for the assets on its balance sheet; however, this could change in future periods. While certain valuation assumptions and judgments will change to account for pandemic-related circumstances such as widening credit spreads, the Company does not anticipate significant changes in methodology used to determine the fair value of assets measured in accordance with GAAP.

COVID-19 could cause a further and sustained decline in the Company’s stock price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause the Company to perform a goodwill impairment test and result in an impairment charge being recorded for that period. In the event that the Company concludes that all or a portion of its goodwill is impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or regulatory capital.

It is possible that the lingering effects of COVID-19 could cause the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause the Company to perform an intangible asset impairment test and result in an impairment charge being recorded for that period. In the event that the Company concludes that all or a portion of its intangible assets are impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or regulatory capital.

Processes, controls and business continuity plan

Union Bankshares, Inc. Page 9

The Company has implemented its Pandemic and Business Continuity Plans to address the operating risks associated with the global COVID-19 pandemic and has followed guidance as events evolved from the Centers for Disease Control & Prevention (CDC), the WHO, State Health Officials and other available resources. Since enacting the Pandemic and Business Continuity Plans, the Company has taken a series of actions to safeguard its employees and customers while continuing to provide essential banking services to its communities. At the onset of COVID-19, the Company developed and executed a plan to decentralize employees, including working remotely, to isolate certain personnel essential to critical business continuity operations, canceled business travel and outside vendor appointments, limited inter-branch visits, and increased the use of video conferencing to avoid large gatherings. Also, social distancing and enhanced hygiene practices were put into place as well as rigorous cleaning of all bank facilities. Throughout these changes, employees and customers have been kept informed with regular communications. The Company has established a working committee for the development of a structured plan of bringing employees back to work in the banking facilities.

On May 27, 2020 branch lobby service was reopened to customers following guidance provided by state government as to occupancy limits and social distancing requirements. Branch lobbies had been closed to all customers, under state emergency orders since March 25, 2020.

Management continues to evaluate current events and put appropriate protocols in place to ensure the safety of staff and customers while continuing to provide essential banking services our customers rely on. No material operational or internal control challenges or risks related to COVID-19 have been identified to date. The Company does not anticipate significant challenges to its ability to maintain its systems and controls in light of the measures the Company has taken to prevent the spread of COVID-19. The Company does not currently face any material resource constraints through the implementation of its Pandemic and Business Continuity Plans.

Lending operations and accommodations to borrowers

In keeping with regulatory guidance to work with borrowers during this unprecedented situation and as outlined in the CARES Act, the Company is continuing to approve payment deferrals for its borrowers that are adversely affected by the pandemic. Depending on the demonstrated need of the customer, the Company is deferring either the full loan payment or the principal component of the loan payment for up to 180 days. As of June 30, 2020, the Company had executed 406 of these deferrals on outstanding loan balances of $173.3 million. In August 2020 the federal banking regulators issued supplemental guidance for working with borrowers as their loans near the end of their accommodation period. In accordance with interagency guidance issued in March 2020 and confirmed by the FASB, these short term deferrals are not considered troubled debt restructurings.

With the passage of the PPP, administered by the SBA, the Company is actively participating in assisting its customers with applications for resources through the program. PPP loans bear a mandated annual interest rate of 1.0%. The PPP was initially launched with loans having a two-year term, but subsequent revisions to the PPP currently allow the maximum term be extended to five years. The majority of the Company's PPP loans were originated with the two-year term and have not been extended to five years. The Company believes that a significant amount of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. It is the Company’s understanding that loans funded through the PPP are fully guaranteed by the U.S. Government. Should those circumstances change, the Company could be required to establish additional allowance for credit loss through additional credit loss expense charged to earnings.

Further, in sensitivity and service to its communities during this unprecedented time, the Company is waiving late payment and overdraft fees on a case by case basis and has temporarily suspended collection and foreclosure efforts on past due loans in accordance with CARES Act guidance and state emergency orders.

Note 2.3. Legal Contingencies

In the normal course of business, the Company is involved in various legal and other proceedings. In the opinion of management, any liability resulting from such proceedings is not expected to have a material adverse effect on the Company’s consolidated financial condition or results of operations.

Note 3.4. Per Share Information

Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during the period and reduced for shares held in treasury. The assumed exercise of outstanding exercisable stock options and vesting of RSUs does not result in material dilution and is not included in the calculation.

Note 4.5. Recent Accounting Pronouncements

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~. The ASU was issued to increase transparency and comparability among organizations by recognizing lease assets and liabilities (including operating leases) on the balance sheet and disclosing key information about leasing arrangements. Previous lease accounting did not require the inclusion of operating leases in the balance sheet. In July 2018, the FASB provided additional guidance on implementation of Topic 842 as well as an additional transition method. The ASU, including the updated guidance, is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted this guidance in the first quarter of 2019. The guidance did not significantly change lease accounting requirements applicable to lessors and did not significantly impact the consolidated financial statements in relation to contracts whereby the Company acts as a lessor. Implementation of the guidance resulted in the recording of right-of-use assets and lease liabilities on the consolidated balance sheet, but did not have a material impact on the Company's consolidated statements of income. See Note 9 for additional disclosures relating to the Company's lease assets and liabilities.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Under the new guidance, which will replace the existing incurred loss model for recognizing credit losses, banks and other lending institutions will be required to recognize the full amount of expectedcredit losses. The

Union Bankshares, Inc. Page 10

new guidance, which is referred to as the current expected credit loss model ("CECL"), requires that expected credit losses for financial assets held at the reporting date that are accounted for at amortized cost be measured and recognized based on historical experience and current and reasonably supportable forecasted conditions to reflect the full amount of expected credit losses. A modified version of these requirements also applies to debt securities classified as AFS. As initially proposed, thethe ASU i~~s effec~~tivewas effective for~~fisca~~lfiscal years beg~~inn~~in~~g after De~~c~~ember~~beginning after December 15, 2019, includ~~ing interim p~~e~~riods w~~it~~hin~~ those including interim periods within those fiscal years. Early adoption iswas permitted for fiscal years beginning after December 15, 2018, including interim periods within such years. In October 2019, the FASB approved amendments to delay the effective date of the ASU to fiscal years beginning after December 31, 2022, including interim periods within those fiscal years, for smaller reporting companies, as defined by the SEC, and other non-SEC reporting entities. ~~The final ASU is expected to be issued in November 2019.~~ As the Company is a smaller reporting company, the delay ~~will be~~is applicable to the Company and the Company does not intend to early adopt the ASU at this time. The Company has established a CECL implementation team and developed a transition project plan. The Company ~~has entered into an agreement with~~utilizes a software ~~provider, historical~~package for its current calculation of the allowance for loan losses that will also be utilized for CECL implementation. Historical data has been compiled and training on utilizing the software for the existing incurred loss model has been completed. The Company continues the collection of historical data and training is ongoing ~~during 2019~~ surrounding CECL implementation and ~~methodologies, including the running of parallel calculations throughout the year.~~methodologies. This will facilitate the eventual implementation process and management's evaluation of the potential impactof the ASU on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The ASU was issued to reduce the cost and complexity of the goodwill impairment test. To simplify the subsequent measurement of goodwill, step two of the goodwill impairment test was eliminated. Instead, a company will recognize an impairment of goodwill should the carrying value of a reporting unit exceed its fair value (i.e. step one). The ASU ~~will be~~was effective for the Company on January 1, 2020 and ~~will be applied prospectively. The Company does~~did not ~~expect the implementation to~~ have a material ~~effect~~impact on the Company's consolidated financial statements.

~~In August 2017, the FASB issued ASU No. 2017-12,~~ ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.~~ The ASU was issued to make certain specific improvements to hedge accounting to better align hedge accounting with risk management activities, eliminate the separate measurement and recording of hedge ineffectiveness, improve presentation and disclosure, and other simplifications. The ASU became effective for the Company on January 1, 2019. All transition requirements and elections were applied to existing hedging relationships upon adoption. Adoption of the ASU did not have a material effect on the Company's consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.This guidance, which is a part of the FASB’s disclosure framework

project to improve disclosure effectiveness, eliminates certain disclosure requirements for fair value measurements regarding the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, an entity’s policy for the timing of transfers between levels of the fair value hierarchy and an entity’s valuation processes for Level 3 fair value measurements. This guidance also adds new disclosure requirements for public entities regarding changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements of instruments held at the end of the reporting period, and the range and weighted average of significant unobservable inputs used to develop recurring and nonrecurring Level 3 fair value measurements, including how the weighted average is calculated. In addition, this guidance modifies certain requirements regarding the disclosure of transfers into and out of Level 3 of the fair value hierarchy, purchases and issuances of Level 3 assets and liabilities, and information about the measurement uncertainty of Level 3 fair value measurements as of the reporting date. This ~~update is~~ASU was effective for ~~fiscal years,~~the Company on January 1, 2020 and ~~interim periods within those fiscal years, beginning after December 15, 2019.~~did not have a material impact on the Company's financial statement disclosures.

In March 2020, various financial institution regulatory agencies, including the FRB and the FDIC (“the agencies”), issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The ~~Company does~~interagency statement was effective immediately and impacted accounting for loan modifications. Under ASC No. 310-40, Receivables – Troubled Debt Restructurings by Creditors, a restructuring of debt constitutes a TDR if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not ~~expect~~otherwise consider. The agencies confirmed with the ~~adoption~~staff of the ~~ASU~~FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. The agencies supplemented their interagency guidance on August 3, 2020 to provide prudent risk management and consumer protection principles for financial institutions to consider while working with borrowers near the end of their initial loan accommodation period. The interagency guidance is expected to have a material impact on the Company’s ~~consolidated~~ financial ~~statements.~~statements; however, this impact cannot be quantified at this time.

Note 5.6. Goodwill and Other Intangible Assets

As a result of the 2011 Branch Acquisition, the Company recorded goodwill amounting to ~~$2.2 million~~ ~~which is included in Other assets on the consolidated balance sheets.~~$2.2 million. The goodwill is not amortizable. Goodwill is evaluated for impairment annually, in accordance with current authoritative accounting guidance. Management assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the Company, in total, is less than its carrying amount. Management is not

Union Bankshares, Inc. Page 11

aware of any such events or circumstances that would cause it to conclude that the fair value of the Company is less than its carrying amount.

The Company also initially recorded $1.7 million of acquired identifiable intangible assets in connection with the 2011 Branch Acquisition, representing the core deposit intangible which is subject to straight-line amortization over the estimated 10 year average life of the core deposit base, absent any future impairment. The net core deposit intangible balance of ~~$284~~$156 thousand and ~~$412~~$242 thousand at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, is included in Other assets on the consolidated balance sheets. Management will evaluate the core deposit intangible for impairment if conditions warrant.

Amortization expense for the core deposit intangible was $43 thousand for the three months ended ~~September~~June 30, 2020 and 2019 and ~~2018 and $129~~$86 thousand for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~2019. The amortization expense is included in Other expenses on the consolidated statements of income and is deductible for tax purposes. As of ~~September~~June 30, ~~2019~~,2020, the remaining amortization expense related to the core deposit intangible, absent any future impairment, is expected to be as follows:


	(Dollars in thousands)
2020	$	85
2021	71
Total	$	156

(Dollars in thousands)
2019 $ 43
2020 171
2021 70
Total $ 284

Note 6.7. Investment Securities

AFS securities as of the balance sheet dates consisted of the following:


June 30, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(Dollars in thousands)
Available-for-sale
Debt securities:
U.S. Government-sponsored enterprises	$	4,866	$	121	$	(44)	$	4,943
Agency mortgage-backed	41,847		1,647		(15)		43,479
State and political subdivisions	27,467		1,152		—		28,619
Corporate	7,811		652		(74)		8,389
Total	$	81,991	$	3,572	$	(133)	$	85,430


December 31, 2019	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(Dollars in thousands)
Available-for-sale
Debt securities:
U.S. Government-sponsored enterprises	$	6,349	$	19	$	(76)	$	6,292
Agency mortgage-backed	45,503		602		(81)		46,024
State and political subdivisions	26,489		515		(39)		26,965
Corporate	7,804		378		(70)		8,112
Total	$	86,145	$	1,514	$	(266)	$	87,393

September 30, 2019
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(Dollars in thousands)
Available-for-sale
Debt securities:
U.S. Government-sponsored enterprises $ 6,610
$ 60
$ (58 ) $ 6,612
Agency mortgage-backed 46,403
687
(56 ) 47,034
State and political subdivisions 22,987
547
(7 ) 23,527
Corporate 7,801
383
(83 ) 8,101
Total $ 83,801
$ 1,677
$ (204 ) $ 85,274

December 31, 2018
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(Dollars in thousands)
Available-for-sale
Debt securities:
U.S. Government-sponsored enterprises $ 6,528
$ 1
$ (208 ) $ 6,321
Agency mortgage-backed 36,851
84
(683 ) 36,252
State and political subdivisions 23,527
130
(486 ) 23,171
Corporate 7,792
18
(149 ) 7,661
Total $ 74,698
$ 233
$ (1,526 ) $ 73,405

There were no0 investment securities HTM at ~~September~~June 30, ~~2019~~2020 or December 31, ~~2018.~~2019. There were no0 investment securities pledged as collateral at ~~September~~June 30, ~~2019. At~~2020 or December 31, ~~2018, investment securities AFS with a carrying amount of $2.5 million were pledged as collateral for public deposits and for other purposes as required or permitted by law.~~2019.

Union Bankshares, Inc. Page 12

The amortized cost and estimated fair value of debt securities by contractual scheduled maturity as of ~~September~~June 30, ~~2019~~2020 were as follows:


	Amortized Cost		Fair Value
Available-for-sale	(Dollars in thousands)
Due in one year or less	$	940	$	945
Due from one to five years	3,944		4,255
Due from five to ten years	13,547		14,178
Due after ten years	21,713		22,573
	40,144		41,951
Agency mortgage-backed	41,847		43,479
Total debt securities available-for-sale	$	81,991	$	85,430

Amortized
Cost
Fair
Value
Available-for-sale (Dollars in thousands)
Due in one year or less $ 90
$ 90
Due from one to five years 3,998
4,126
Due from five to ten years 17,193
17,608
Due after ten years 16,117
16,416
37,398
38,240
Agency mortgage-backed 46,403
47,034
Total debt securities available-for-sale $ 83,801
$ 85,274

Actual maturities may differ for certain debt securities that may be called by the issuer prior to the contractual maturity. Actual maturities usually differ from contractual maturities on agency MBS because the mortgages underlying the securities may be prepaid, usually without any penalties. Therefore, these agency MBS are shown separately and are not included in the contractual maturity categories in the above maturity summary.

Information pertaining to all investment securities with gross unrealized losses as of the balance sheet dates, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:


June 30, 2020	Less Than 12 Months								12 Months and over							Total
	Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses
		(Dollars in thousands)
Debt securities:
U.S. Government- sponsored enterprises	1	$	383	$	(2)	7	$	1,542	$	(42)	8	$	1,925	$	(44)
Agency mortgage-backed	4	1,757		(9)		1	697		(6)		5	2,454		(15)

Corporate	—	—		—		3	1,426		(74)		3	1,426		(74)


Total	5	$	2,140	$	(11)	11	$	3,665	$	(122)	16	$	5,805	$	(133)


September 30, 2019	Less Than 12 Months						12 Months and over						Total
December 31, 2019																			December 31, 2019	Less Than 12 Months								12 Months and over							Total
	Number of Securities	Fair Value		Gross Unrealized Losses			Number of Securities	Fair Value		Gross Unrealized Losses			Number of Securities	Fair Value		Gross Unrealized Losses				Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses
		(Dollars in thousands)																			(Dollars in thousands)
Debt securities:																			Debt securities:
U.S. Government- sponsored enterprises	2	$	1,185	$	(4	)	9	$	2,997	$	(54	)	11	$	4,182	$	(58	)	U.S. Government- sponsored enterprises	4	$	2,376	$	(22)	8	$	2,772	$	(54)	12	$	5,148	$	(76)
Agency mortgage-backed	7	8,272		(19		)	8	5,165		(37		)	15	13,437		(56		)	Agency mortgage-backed	8	6,193		(38)		8	4,861		(43)		16	11,054		(81)
State and political subdivisions	2	752		(6		)	1	305		(1		)	3	1,057		(7		)	State and political subdivisions	9	3,813		(38)		1	304		(1)		10	4,117		(39)
Corporate	—	—		—			3	1,417		(83		)	3	1,417		(83		)	Corporate	—	—		—		3	1,430		(70)		3	1,430		(70)

Total	11	$	10,209	$	(29	)	21	$	9,884	$	(175	)	32	$	20,093	$	(204	)	Total	21	$	12,382	$	(98)	20	$	9,367	$	(168)	41	$	21,749	$	(266)

December 31, 2018 Less Than 12 Months 12 Months and over Total

Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
(Dollars in thousands)
Debt securities:
U.S. Government-
sponsored enterprises
2
$ 1,184
$ (11 ) 12
$ 4,854
$ (197 ) 14
$ 6,038
$ (208 )
Agency mortgage-backed 5
3,516
(21 ) 40
26,198
(662 ) 45
29,714
(683 )
State and political
subdivisions
4
1,301
(16 ) 36
15,067
(470 ) 40
16,368
(486 )
Corporate 5
2,424
(12 ) 5
2,285
(137 ) 10
4,709
(149 )
Total 16
$ 8,425
$ (60 ) 93
$ 48,404
$ (1,466 ) 109
$ 56,829
$ (1,526 )

The Company evaluates all investment securities on a quarterly basis, and more frequently when economic conditions warrant, to determine if an OTTI exists. A security is considered impaired if the fair value is lower than its amortized cost basis at the report date. If impaired, management then assesses whether the unrealized loss is OTT.

An unrealized loss on a debt security is generally deemed to be OTT and a credit loss is deemed to exist if the present value of the expected future cash flows is less than the amortized cost basis of the debt security. The credit loss component of OTTI write-down is recorded, net of tax effect, through net income as a component of net OTTI losses in the consolidated statements

Union Bankshares, Inc. Page 13

of income, while the remaining portion of the impairment loss is recognized in OCI, provided the Company does not intend to sell the underlying debt security and it is "more likely than not" that the Company will not have to sell the debt security prior to recovery.

Management considers the following factors in determining whether OTTI exists and the period over which the security is expected to recover:

•The length of time, and extent to which, the fair value has been less than the amortized cost;

•Adverse conditions specifically related to the security, industry, or geographic area;

•The historical and implied volatility of the fair value of the security;

•The payment structure of the debt security and the likelihood of the issuer being able to make payments that may increase in the future;

•Failure of the issuer of the security to make scheduled interest or principal payments;

•Any changes to the rating of the security by a rating agency;

•Recoveries or additional declines in fair value subsequent to the balance sheet date; and

•The nature of the issuer, including whether it is a private company, public entity or government-sponsored enterprise, and the existence or likelihood of any government or third party guaranty.

The Company has the ability to hold the investment securities that had unrealized losses at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 for the foreseeable future and no0 declines were deemed by management to be OTT.

~~There were no sales of AFS securities during the three and nine months ended September 30, 2018.~~ The following table presents the proceeds, gross realized gains and gross realized losses from the ~~sale~~sales of AFS ~~securities for the three and nine months ended September 30, 2019:~~securities:



	For the Three Months Ended June 30,						For The Six Months Ended June 30,
	2020		2019		2020		2019

	(Dollars in thousands)
Proceeds	$	—	$	2,275	$	3,076	$	8,785

Gross gains	—		7		32		45
Gross losses	—		(3)		(21)		(37)
Net gains on sales of investment securities AFS	$	—	$	4	$	11	$	8

For The Three Months Ended September 30, 2019 For The Nine Months Ended September 30, 2019
(Dollars in thousands)
Proceeds $ —
$ 8,785

Gross gains —
45
Gross losses —
(37 )
Net gains on sales of investment securities AFS $ —
$ 8

Note 7.8. Loans

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their unpaid principal balances, adjusted for any charge-offs, the ALL, and any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.

Loan interest income is accrued daily on outstanding balances. The following accounting policies, related to accrual and nonaccrual loans, apply to all portfolio segments and loan classes, which the Company considers to be the same. The accrual of interest is normally discontinued when a loan is specifically determined to be impaired and/or management believes, after considering collection efforts and other factors, that the borrower's financial condition is such that collection of interest is doubtful. Generally, any unpaid interest previously accrued on those loans is reversed against current period interest income. A loan may be restored to accrual status when its financial status has significantly improved and there is no principal or interest past due. A loan may also be restored to accrual status if the borrower makes six consecutive monthly payments or the lump sum equivalent. Income on nonaccrual loans is generally not recognized unless a loan is returned to accrual status or after all principal has been collected. Interest income generally is not recognized on impaired loans unless the likelihood of further loss is remote. Interest payments received on such loans are generally applied as a reduction of the loan principal balance. Delinquency status is determined based on contractual terms for all portfolio segments and loan classes. Loans past due 30 days or more are considered delinquent. Loans are considered in process of foreclosure when a judgment of foreclosure has been issued by the court.

Loan origination fees and direct loan origination costs are deferred and amortized as an adjustment of the related loan's yield using methods that approximate the interest method. The Company generally amortizes these amounts over the estimated average life of the related loans.

Union Bankshares, Inc. Page 14

The composition of Net loans as of the balance sheet dates ~~were~~was as follows:


	June 30, 2020		December 31, 2019
	(Dollars in thousands)
Residential real estate	$	181,957	$	192,125
Construction real estate	46,708		69,617
Commercial real estate	314,048		289,883
Commercial	115,464		47,699
Consumer	3,188		3,562
Municipal	31,293		67,358
Gross loans	692,658		670,244
Allowance for loan losses	(6,888)		(6,122)
Net deferred loan (fees) costs	(821)		1,043
Net loans	$	684,949	$	665,165

September 30,
2019 December 31,
2018
(Dollars in thousands)
Residential real estate $ 192,617
$ 187,320
Construction real estate 63,245
55,322
Commercial real estate 284,271
276,500
Commercial 44,536
47,228
Consumer 3,566
3,241
Municipal 69,681
72,850
Gross loans 657,916
642,461
Allowance for loan losses (5,808 ) (5,739 )
Net deferred loan costs 988
938
Net loans $ 653,096
$ 637,660
The Company originated 668 PPP loans totaling $68.5 million classified as commercial loans as of June 30, 2020. There was a total of $2.5 million in origination fees received from the SBA on PPP loans that will be amortized over the respective lives of the loans, of which $234 thousand was recognized in earnings during the three and six months ended June 30, 2020. PPP loans with a carrying value of $2.3 million were pledged as collateral for borrowings from the FRB at June 30, 2020.

Qualifying residential first mortgage loans and certain commercial real estate loans with a carrying value of ~~$207.8~~$230.4 million and ~~$167.7~~$207.7 million were pledged as collateral for borrowings from the FHLB under a blanket lien at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~,2019, respectively.

A summary of current, past due and nonaccrual loans as of the balance sheet dates follows:


June 30, 2020	Current		30-59 Days		60-89 Days		90 Days and Over and Accruing		Nonaccrual		Total
	(Dollars in thousands)
Residential real estate	$	179,473	$	484	$	1,069	$	433	$	498	$	181,957
Construction real estate	46,174		65		16		428		25		46,708
Commercial real estate	311,416		434		380		—		1,818		314,048
Commercial	115,448		—		—		—		16		115,464
Consumer	3,177		7		4		—		—		3,188
Municipal	31,293		—		—		—		—		31,293
Total	$	686,981	$	990	$	1,469	$	861	$	2,357	$	692,658


September 30, 2019	Current		30-59 Days		60-89 Days		90 Days and Over and Accruing		Nonaccrual		Total
December 31, 2019													December 31, 2019	Current		30-59 Days		60-89 Days		90 Days and Over and Accruing		Nonaccrual		Total
	(Dollars in thousands)													(Dollars in thousands)
Residential real estate	$	190,021	$	168	$	1,075	$	955	$	398	$	192,617	Residential real estate	$	187,022	$	2,716	$	1,304	$	811	$	272	$	192,125
Construction real estate	62,764		98		122		228		33		63,245		Construction real estate	68,731		470		19		368		29		69,617
Commercial real estate	282,238		1,549		192		24		268		284,271		Commercial real estate	286,795		940		150		—		1,998		289,883
Commercial	44,481		—		6		25		24		44,536		Commercial	47,673		—		5		—		21		47,699
Consumer	3,545		19		2		—		—		3,566		Consumer	3,532		21		6		—		3		3,562
Municipal	69,681		—		—		—		—		69,681		Municipal	67,358		—		—		—		—		67,358
Total	$	652,730	$	1,834	$	1,397	$	1,232	$	723	$	657,916	Total	$	661,111	$	4,147	$	1,484	$	1,179	$	2,323	$	670,244

December 31, 2018 Current 30-59 Days 60-89 Days 90 Days and Over and Accruing Nonaccrual Total
(Dollars in thousands)
Residential real estate $ 183,624
$ 1,984
$ 696
$ 422
$ 594
$ 187,320
Construction real estate 52,807
1,451
1,023
—
41
55,322
Commercial real estate 273,778
1,703
153
718
148
276,500
Commercial 47,163
24
8
—
33
47,228
Consumer 3,215
21
5
—
—
3,241
Municipal 72,789
61
—
—
—
72,850
Total $ 633,376
$ 5,244
$ 1,885
$ 1,140
$ 816
$ 642,461

There ~~were three~~was 1 residential real estate ~~loans~~loan totaling ~~$207 thousand and three commercial real estate loans totaling $137~~$50 thousand in process of foreclosure at ~~September~~June 30, ~~2019~~2020 and ~~three~~2 residential real estate loans totaling ~~$255 thousand and one commercial real estate loan totaling $146~~$64 thousand in process of foreclosure at December 31, ~~2018.~~2019. In April 2020, the State of Vermont issued a temporary moratorium on foreclosure actions until the end of the COVID-19 emergency period. Aggregate interest on nonaccrual loans not recognized was ~~$1.2 million~~$331 thousand as of ~~September~~June 30, ~~2019~~2020 and ~~$1.3 million~~$271 thousand as of December 31, ~~2018~~ ~~and September 30, 2018.~~2019.

Union Bankshares, Inc. Page 15

Note 8.9. Allowance for Loan Losses and Credit Quality

The ALL is established for estimated losses in the loan portfolio through a provision for loan losses charged to earnings. For all loan classes, loan losses are charged against the ALL when management believes the loan balance is uncollectible or in accordance with federal guidelines. Subsequent recoveries, if any, are credited to the ALL.

The ALL is maintained at a level believed by management to be appropriate to absorb probable credit losses inherent in the loan portfolio as of the balance sheet date. The amount of the ALL is based on management's periodic evaluation of the collectability of the loan portfolio, including the nature, volume and risk characteristics of the portfolio, credit concentrations, trends in historical loss experience, estimated value of any underlying collateral, specific impaired loans and economic conditions. There was no change to the methodology used to estimate the ALL during the ~~third~~second quarter of ~~2019.~~2020. While management uses available information to recognize losses on loans, future additions to the ALL may be necessary based on changes in economic conditions or other relevant factors.

In addition, various regulatory agencies, as an integral part of their examination process, regularly review the Company's ALL. Such agencies may require the Company to recognize additions to the ALL, with a corresponding charge to earnings, based on their judgments about information available to them at the time of their examination, which may not be currently available to management.

The ALL consists of specific, general and unallocated components. The specific component relates to the loans that are classified as impaired. Loans are evaluated for impairment and may be classified as impaired when management believes it is probable that the Company will not collect all the contractual interest and principal payments as scheduled in the loan agreement. Impaired loans may also include troubled loans that are restructured. A TDR occurs when the Company, for economic or legal reasons related to the borrower's financial difficulties, grants a concession to the borrower that would otherwise not be granted. A TDR classification may result from the transfer of assets to the Company in partial satisfaction of a troubled loan, a modification of a loan's terms (such as reduction of stated interest rates below market rates, extension of maturity that does not conform to the Company's policies, reduction of the face amount of the loan, reduction of accrued interest, or reduction or deferment of loan payments), or a combination. A specific reserve amount is allocated to the ALL for individual loans that have been classified as impaired based on management's estimate of the fair value of the collateral for collateral dependent loans, an observable market price, or the present value of anticipated future cash flows. The Company accounts for the change in present value attributable to the passage of time in the loan loss reserve. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer, real estate or small balance commercial loans for impairment evaluation, unless such loans are subject to a restructuring agreement or have been identified as impaired as part of a larger customer relationship. Based on an evaluation of the Company's historical loss experience on substandard commercial loans, management has established the commercial loan threshold for individual impairment evaluation as commercial loan relationships with aggregate balances greater than $500 thousand.

The general component represents the level of ALL allocable to each loan portfolio segment with similar risk characteristics and is determined based on historical loss experience, adjusted for qualitative factors, for each class of loan. Management deems a five year average to be an appropriate time frame on which to base historical losses for each portfolio segment. Qualitative factors

considered include underwriting, economic and market conditions, portfolio composition, collateral values, delinquencies, lender experience and legal issues. The qualitative factors are determined based on the various risk characteristics of each portfolio segment. Risk characteristics relevant to each portfolio segment are as follows:

•Residential real estate - Loans in this segment are collateralized by owner-occupied 1-4 family residential real estate, second and vacation homes, 1-4 family investment properties, home equity and second mortgage loans. Repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, could have an effect on the credit quality of this segment.

•Construction real estate - Loans in this segment include residential and commercial construction properties, commercial real estate development loans (while in the construction phase of the projects), land and land development loans. Repayment is dependent on the credit quality of the individual borrower and/or the underlying cash flows generated by the properties being constructed. The overall health of the economy, including unemployment rates, housing prices, vacancy rates and material costs, could have an effect on the credit quality of this segment.

•Commercial real estate - Loans in this segment are primarily properties occupied by businesses or income-producing properties. The underlying cash flows generated by the properties may be adversely impacted by a downturn in the economy as evidenced by a general slowdown in business or increased vacancy rates which, in turn, could have an effect

Union Bankshares, Inc. Page 16

on the credit quality of this segment. Management requests business financial statements at least annually and monitors the cash flows of these loans.

•Commercial - Loans in this segment are made to businesses and are generally secured by non-real estate assets of the business. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer or business spending, could have an effect on the credit quality of this segment.

•Consumer - Loans in this segment are made to individuals for personal expenditures, such as an automobile purchase, and include unsecured loans. Repayment is primarily dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment, could have an effect on the credit quality of this segment.

•Municipal - Loans in this segment are made to municipalities located within the Company's service area. Repayment is primarily dependent on taxes or other funds collected by the municipalities. Management considers there to be minimal risk surrounding the credit quality of this segment.

An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the ALL reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

All evaluations are inherently subjective as they require estimates that are susceptible to significant revision as more information becomes available or as changes occur in economic conditions or other relevant factors. Despite the allocation shown in the tables below, the ALL is general in nature and is available to absorb losses from any class of loan.

Changes in the ALL, by class of loans, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 were as follows:


For The Three Months Ended June 30, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
	(Dollars in thousands)
Balance, March 31, 2020	$	1,513	$	622	$	3,459	$	407	$	23	$	85	$	282	$	6,391
Provision (credit) for loan losses	77		(28)		373		84		3		(6)		(3)		500
Recoveries of amounts charged off	—		—		—		—		—		—		—		—
	1,590		594		3,832		491		26		79		279		6,891
Amounts charged off	—		—		—		—		(3)		—		—		(3)
Balance, June 30, 2020	$	1,590	$	594	$	3,832	$	491	$	23	$	79	$	279	$	6,888



For The Three Months Ended June 30, 2019	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
	(Dollars in thousands)
Balance, March 31, 2019	$	1,389	$	643	$	2,863	$	332	$	23	$	92	$	230	$	5,572
Provision (credit) for loan losses	48		3		148		(19)		5		(59)		24		150
Recoveries of amounts charged off	5		—		—		—		1		—		—		6
	1,442		646		3,011		313		29		33		254		5,728
Amounts charged off	(46)		—		—		—		(6)		—		—		(52)
Balance, June 30, 2019	$	1,396	$	646	$	3,011	$	313	$	23	$	33	$	254	$	5,676

Union Bankshares, Inc. Page 17

For The Three Months Ended September 30, 2019 Residential Real Estate Construction Real Estate Commercial Real Estate Commercial Consumer Municipal Unallocated Total
(Dollars in thousands)
Balance, June 30, 2019 $ 1,396
$ 646
$ 3,011
$ 313
$ 23
$ 33
$ 254
$ 5,676
Provision (credit) for loan losses 31
43
156
13
2
45
(140 ) 150
Recoveries of amounts charged off —
—
—
—
—
—
—
—
1,427
689
3,167
326
25
78
114
5,826
Amounts charged off (18 ) —
—
—
—
—
—
(18 )
Balance, September 30, 2019 $ 1,409
$ 689
$ 3,167
$ 326
$ 25
$ 78
$ 114
$ 5,808



For The Six Months Ended June 30, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
	(Dollars in thousands)
Balance, December 31, 2019	$	1,392	$	774	$	3,178	$	394	$	23	$	76	$	285	$	6,122
Provision (credit) for loan losses	175		(180)		708		97		3		3		(6)		800
Recoveries of amounts charged off	23		—		—		—		—		—		—		23
	1,590		594		3,886		491		26		79		279		6,945
Amounts charged off	—		—		(54)		—		(3)		—		—		(57)
Balance, June 30, 2020	$	1,590	$	594	$	3,832	$	491	$	23	$	79	$	279	$	6,888



For The Six Months Ended June 30, 2019	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
	(Dollars in thousands)
Balance, December 31, 2018	$	1,368	$	617	$	2,933	$	354	$	23	$	82	$	362	$	5,739
Provision (credit) for loan losses	85		29		78		158		7		(49)		(108)		200
Recoveries of amounts charged off	5		—		—		1		4		—		—		10
	1,458		646		3,011		513		34		33		254		5,949
Amounts charged off	(62)		—		—		(200)		(11)		—		—		(273)
Balance, June 30, 2019	$	1,396	$	646	$	3,011	$	313	$	23	$	33	$	254	$	5,676

For The Three Months Ended September 30, 2018 Residential Real Estate Construction Real Estate Commercial Real Estate Commercial Consumer Municipal Unallocated Total
(Dollars in thousands)
Balance, June 30, 2018 $ 1,375
$ 556
$ 2,855
$ 374
$ 26
$ 30
$ 337
$ 5,553
Provision (credit) for loan losses 133
46
21
(10 ) (10 ) 51
(81 ) 150
Recoveries of amounts charged off —
—
—
—
13
—
—
13
1,508
602
2,876
364
29
81
256
5,716
Amounts charged off (100 ) —
—
—
(6 ) —
—
(106 )
Balance, September 30, 2018 $ 1,408
$ 602
$ 2,876
$ 364
$ 23
$ 81
$ 256
$ 5,610

For The Nine Months Ended September 30, 2019 Residential Real Estate Construction Real Estate Commercial Real Estate Commercial Consumer Municipal Unallocated Total
(Dollars in thousands)
Balance, December 31, 2018 $ 1,368
$ 617
$ 2,933
$ 354
$ 23
$ 82
$ 362
$ 5,739
Provision (credit) for loan
losses
116
72
234
171
9
(4 ) (248 ) 350
Recoveries of amounts
charged off
5
—
—
1
4
—
—
10
1,489
689
3,167
526
36
78
114
6,099
Amounts charged off (80 ) —
—
(200 ) (11 ) —
—
(291 )
Balance, September 30, 2019 $ 1,409
$ 689
$ 3,167
$ 326
$ 25
$ 78
$ 114
$ 5,808

For The Nine Months Ended September 30, 2018 Residential Real Estate Construction Real Estate Commercial Real Estate Commercial Consumer Municipal Unallocated Total
(Dollars in thousands)
Balance, December 31, 2017 $ 1,361
$ 488
$ 2,707
$ 395
$ 30
$ 64
$ 363
$ 5,408
Provision (credit) for loan
losses
147
114
171
(31 ) (11 ) 17
(107 ) 300
Recoveries of amounts
charged off
—
—
—
—
17
—
—
17
1,508
602
2,878
364
36
81
256
5,725
Amounts charged off (100 ) —
(2 ) —
(13 ) —
—
(115 )
Balance, September 30, 2018 $ 1,408
$ 602
$ 2,876
$ 364
$ 23
$ 81
$ 256
$ 5,610

The allocation of the ALL, summarized on the basis of the Company's impairment methodology by class of loan, as of the balance sheet dates, was as follows:


June 30, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
	(Dollars in thousands)
Individually evaluated for impairment	$	35	$	2	$	86	$	7	$	—	$	—	$	—	$	130
Collectively evaluated for impairment	1,555		592		3,746		484		23		79		279		6,758
Total allocated	$	1,590	$	594	$	3,832	$	491	$	23	$	79	$	279	$	6,888

September 30, 2019 Residential Real Estate Construction Real Estate Commercial Real Estate Commercial Consumer Municipal Unallocated Total
(Dollars in thousands)
Individually evaluated
for impairment
$ 41
$ —
$ 176
$ 8
$ —
$ —
$ —
$ 225
Collectively evaluated
for impairment
1,368
689
2,991
318
25
78
114
5,583
Total allocated $ 1,409
$ 689
$ 3,167
$ 326
$ 25
$ 78
$ 114
$ 5,808


December 31, 2019	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
	(Dollars in thousands)
Individually evaluated for impairment	$	39	$	—	$	149	$	8	$	—	$	—	$	—	$	196
Collectively evaluated for impairment	1,353		774		3,029		386		23		76		285		5,926
Total allocated	$	1,392	$	774	$	3,178	$	394	$	23	$	76	$	285	$	6,122

December 31, 2018 Residential Real Estate Construction Real Estate Commercial Real Estate Commercial Consumer Municipal Unallocated Total
(Dollars in thousands)
Individually evaluated
for impairment
$ 47
$ —
$ 9
$ 10
$ —
$ —
$ —
$ 66
Collectively evaluated
for impairment
1,321
617
2,924
344
23
82
362
5,673
Total allocated $ 1,368
$ 617
$ 2,933
$ 354
$ 23
$ 82
$ 362
$ 5,739

The recorded investment in loans, summarized on the basis of the Company's impairment methodology by class of loan, as of the balance sheet dates, was as follows:


June 30, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
	(Dollars in thousands)
Individually evaluated for impairment	$	1,959	$	218	$	3,085	$	250	$	—	$	—	$	5,512
Collectively evaluated for impairment	179,998		46,490		310,963		115,214		3,188		31,293		687,146


Total	$	181,957	$	46,708	$	314,048	$	115,464	$	3,188	$	31,293	$	692,658

Union Bankshares, Inc. Page 18

September 30, 2019 Residential Real Estate Construction Real Estate Commercial Real Estate Commercial Consumer Municipal Total
(Dollars in thousands)
Individually evaluated
for impairment
$ 1,595
$ 229
$ 3,264
$ 297
$ —
$ —
$ 5,385
Collectively evaluated
for impairment
191,022
63,016
281,007
44,239
3,566
69,681
652,531
Total $ 192,617
$ 63,245
$ 284,271
$ 44,536
$ 3,566
$ 69,681
$ 657,916


December 31, 2019	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
	(Dollars in thousands)
Individually evaluated for impairment	$	1,515	$	223	$	3,204	$	299	$	—	$	—	$	5,241
Collectively evaluated for impairment	190,610		69,394		286,679		47,400		3,562		67,358		665,003


Total	$	192,125	$	69,617	$	289,883	$	47,699	$	3,562	$	67,358	$	670,244

December 31, 2018 Residential Real Estate Construction Real Estate Commercial Real Estate Commercial Consumer Municipal Total
(Dollars in thousands)
Individually evaluated
for impairment
$ 1,678
$ 119
$ 2,276
$ 352
$ —
$ —
$ 4,425
Collectively evaluated
for impairment
185,642
55,203
274,224
46,876
3,241
72,850
638,036
Total $ 187,320
$ 55,322
$ 276,500
$ 47,228
$ 3,241
$ 72,850
$ 642,461

Risk and collateral ratings are assigned to loans and are subject to ongoing monitoring by lending and credit personnel with such ratings updated annually or more frequently if warranted. The following is an overview of the Company's loan rating system:

1-3 Rating - Pass

Risk-rating grades "1" through "3" comprise those loans ranging from those with lower than average credit risk, defined as borrowers with high liquidity, excellent financial condition, strong management, favorable industry trends or loans secured by highly liquid assets, through those with marginal credit risk, defined as borrowers that, while creditworthy, exhibit some characteristics requiring special attention by the account officer.

4/M Rating - Satisfactory/Monitor

Borrowers exhibit potential credit weaknesses or downward trends warranting management's attention. While potentially weak, these borrowers are currently marginally acceptable; no loss of principal or interest is envisioned. When warranted, these credits may be monitored on the watch list.

5-7 Rating - Substandard

Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt. The loan may be inadequately protected by the net worth and paying capacity of the obligor and/or the underlying collateral is inadequate.

The following tables summarize the loan ratings applied by management to the Company's loans by class as of the balance sheet dates:


June 30, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
	(Dollars in thousands)
Pass	$	163,436	$	35,810	$	176,816	$	102,902	$	3,137	$	31,293	$	513,394
Satisfactory/Monitor	15,218		10,360		133,240		12,053		48		—		170,919
Substandard	3,303		538		3,992		509		3		—		8,345


Total	$	181,957	$	46,708	$	314,048	$	115,464	$	3,188	$	31,293	$	692,658


September 30, 2019	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
December 31, 2019															December 31, 2019	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
	(Dollars in thousands)															(Dollars in thousands)
Pass	$	172,225	$	43,262	$	174,061	$	31,718	$	3,494	$	69,681	$	494,441	Pass	$	174,798	$	47,326	$	168,654	$	35,625	$	3,499	$	67,358	$	497,260
Satisfactory/Monitor	17,177		19,749		105,849		11,695		69		—		154,539		Satisfactory/Monitor	14,520		21,819		117,004		10,974		57		—		164,374
Substandard	3,215		234		4,361		1,123		3		—		8,936		Substandard	2,807		472		4,225		1,100		6		—		8,610

Total	$	192,617	$	63,245	$	284,271	$	44,536	$	3,566	$	69,681	$	657,916	Total	$	192,125	$	69,617	$	289,883	$	47,699	$	3,562	$	67,358	$	670,244

Union Bankshares, Inc. Page 19

December 31, 2018 Residential Real Estate Construction Real Estate Commercial Real Estate Commercial Consumer Municipal Total
(Dollars in thousands)
Pass $ 170,416
$ 41,141
$ 174,802
$ 34,303
$ 3,209
$ 72,850
$ 496,721
Satisfactory/Monitor 14,008
14,053
98,327
12,150
31
—
138,569
Substandard 2,896
128
3,371
775
1
—
7,171
Total $ 187,320
$ 55,322
$ 276,500
$ 47,228
$ 3,241
$ 72,850
$ 642,461

The following tables provide information with respect to impaired loans by class of loan as of and for the three and ~~nine~~six months ended ~~September~~June 30, 2020 and June 30, 2019:


	As of June 30, 2020										For The Three Months Ended June 30, 2020				For The Six Months Ended June 30, 2020
	Recorded Investment (1)		Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
Residential real estate	$	213	$	222	$	35
Construction real estate	69		69		2
Commercial real estate	1,987		2,068		86
Commercial	10		11		7
With an allowance recorded	2,279		2,370		130

Residential real estate	1,746		2,302		—
Construction real estate	149		168		—
Commercial real estate	1,098		1,196		—
Commercial	240		243		—
With no allowance recorded	3,233		3,909		—

Residential real estate	1,959		2,524		35		$	1,724	$	9	$	1,654	$	28
Construction real estate	218		237		2		218		1		219		2
Commercial real estate	3,085		3,264		86		3,121		16		3,149		38
Commercial	250		254		7		265		5		276		12
Total	$	5,512	$	6,279	$	130	$	5,328	$	31	$	5,298	$	80

____________________

(1)Does not reflect government guaranties on impaired loans as of June 30, 2020 totaling $553 thousand.


	As of June 30, 2019										For The Three Months Ended June 30, 2019				For The Six Months Ended June 30, 2019
	Recorded Investment (1)		Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
Residential real estate	$	1,617	$	2,180	$	44	$	1,669	$	19	$	1,672	$	38
Construction real estate	110		128		—		112		1		114		2
Commercial real estate	1,496		1,590		—		1,583		25		1,814		65
Commercial	321		323		8		330		6		337		11
Total	$	3,544	$	4,221	$	52	$	3,694	$	51	$	3,937	$	116

____________________

(1)Does not reflect government guaranties on impaired loans as of June 30, 2019 ~~and September 30, 2018:~~totaling $613 thousand.

Union Bankshares, Inc. Page 20

As of September 30, 2019 For The Three Months Ended September 30, 2019 For The Nine Months Ended September 30, 2019

Recorded Investment
(1)
Principal Balance
(1)
Related Allowance Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized
(Dollars in thousands)
Residential real estate $ 221
$ 231
$ 41

Commercial real estate 1,789
1,789
176

Commercial 11
12
8

With an allowance recorded 2,021
2,032
225

Residential real estate 1,374
1,937
—

Construction real estate 229
247
—

Commercial real estate 1,475
1,570
—

Commercial 286
288
—

With no allowance recorded 3,364
4,042
—

Residential real estate 1,595
2,168
41
$ 1,606
$ 17
$ 1,653
$ 55
Construction real estate 229
247
—
170
1
143
3
Commercial real estate 3,264
3,359
176
2,380
24
2,176
89
Commercial 297
300
8
309
8
327
19
Total $ 5,385
$ 6,074
$ 225
$ 4,465
$ 50
$ 4,299
$ 166

~~____________________~~


~~(1)~~	~~Does not reflect government guaranties on impaired loans as of September 30, 2019 totaling $592 thousand.~~

As of September 30, 2018 For The Three Months Ended September 30, 2018 For The Nine Months Ended September 30, 2018

Recorded Investment
(1)
Principal Balance
(1)
Related Allowance Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized
(Dollars in thousands)
Residential real estate $ 1,688
$ 2,268
$ 49
$ 1,743
$ 17
$ 1,749
$ 46
Construction real estate 78
78
—
79
1
80
3
Commercial real estate 2,318
2,406
9
2,045
21
1,555
52
Commercial 370
370
—
365
9
371
23
Total $ 4,454
$ 5,122
$ 58
$ 4,232
$ 48
$ 3,755
$ 124

~~____________________~~


~~(1)~~	~~Does not reflect government guaranties on impaired loans as of September 30, 2018 totaling $656 thousand.~~

The following table provides information with respect to impaired loans by class of loan as of December 31, ~~2018~~:2019:


	December 31, 2018							December 31, 2019
	Recorded Investment (1)		Principal Balance (1)		Related Allowance			Recorded Investment (1)		Principal Balance (1)		Related Allowance
	(Dollars in thousands)							(Dollars in thousands)
Residential real estate	$	228	$	238	$	47	Residential real estate	$	218	$	228	$	39

Commercial real estate	193		193		9		Commercial real estate	1,762		1,783		149
Commercial	12		13		10		Commercial	11		12		8
With an allowance recorded	433		444		66		With an allowance recorded	1,991		2,023		196

Residential real estate	1,450		2,039		—		Residential real estate	1,297		1,832		—
Construction real estate	119		135		—		Construction real estate	223		241		—
Commercial real estate	2,083		2,174		—		Commercial real estate	1,442		1,539		—
Commercial	340		340		—		Commercial	288		290		—
With no allowance recorded	3,992		4,688		—		With no allowance recorded	3,250		3,902		—

Residential real estate	1,678		2,277		47		Residential real estate	1,515		2,060		39
Construction real estate	119		135		—		Construction real estate	223		241		—
Commercial real estate	2,276		2,367		9		Commercial real estate	3,204		3,322		149
Commercial	352		353		10		Commercial	299		302		8
Total	$	4,425	$	5,132	$	66	Total	$	5,241	$	5,925	$	196

____________________


~~(1)~~	~~Does not reflect government guaranties on impaired loans as of~~ ~~December 31, 2018~~ ~~totaling~~ ~~$641 thousand~~.

(1)Does not reflect government guaranties on impaired loans as of December 31, 2019 totaling $587 thousand.

The following is a summary of TDR loans by class of loan as of the balance sheet dates:


	September 30, 2019			December 31, 2018				June 30, 2020				December 31, 2019
	Number of Loans	Principal Balance		Number of Loans	Principal Balance			Number of Loans	Principal Balance		Number of Loans	Principal Balance
	(Dollars in thousands)							(Dollars in thousands)
Residential real estate	26	$	1,595	27	$	1,678	Residential real estate	31	$	1,959	25	$	1,515
Construction real estate	2	106		2	119		Construction real estate	2	94		2	100
Commercial real estate	8	992		9	1,172		Commercial real estate	8	944		8	966
Commercial	4	288		4	340		Commercial	5	250		5	290
Total	40	$	2,981	42	$	3,309	Total	46	$	3,247	40	$	2,871

The TDR loans above represent loan modifications in which a concession was provided to the borrower, including due date extensions, maturity date extensions, interest rate reductions or the forgiveness of accrued interest. Troubled loans that are restructured and meet established thresholds are classified as impaired and a specific reserve amount is allocated to the ALL on the basis of the fair value of the collateral for collateral dependent loans, an observable market price, or the present value of anticipated future cash flows.

The following tables provide new TDR activity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~:2019:


	New TDRs During the								New TDRs During the
	Three Months Ended June 30, 2020								Six Months Ended June 30, 2020
	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(Dollars in thousands)
Residential real estate	6	$	493	$	493	6	$	493	$	493

Union Bankshares, Inc. Page 21

New TDRs During the New TDRs During the
Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019
Number of Loans Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Number of Loans Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment
(Dollars in thousands)
Residential real estate —
$ —
$ —
1
$ 77
$ 79

New TDRs During the New TDRs During the
Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018
Number of Loans Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Number of Loans Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment
(Dollars in thousands)
Residential real estate 1
$ 80
$ 81
2
$ 176
$ 179
Commercial real estate —
—
—
1
204
204
Commercial 1
18
18
2
31
31



	New TDRs During the								New TDRs During the
	Three Months Ended June 30, 2019								Six Months Ended June 30, 2019
	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(Dollars in thousands)
Residential real estate	—	$	—	$	—	1	$	77	$	79

There was one residential TDR loan with a recorded investment balance of $78 thousand that had been modified within the previous twelve months that subsequently defaulted during the three and nine months ended September 30, 2019. There were no0 TDR loans modified within the previous twelve months that subsequently defaulted during the three and ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2020 or 2019. TDR loans are considered defaulted at 90 days past due.

In March 2020, the federal banking agencies issued guidance, confirmed by the FASB, that certain modifications made in loans to a borrower affected by the COVID-19 pandemic and government shutdown orders would not be considered a TDR under specified circumstances (See Notes 2 and 5). The Company has executed 406 of these modifications on outstanding loan balances of $173.3 million and these balances carried accrued interest of $1.6 million as of June 30, 2020. The Company intends to continue to follow the guidance of the banking regulators in making TDR determinations.

At ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~,2019, the Company was not committed to lend any additional funds to borrowers whose loans were nonperforming, impaired or restructured.

~~Note 9. Leases~~

Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). As of September 30, 2019, the Company had operating real estate leases for three branch locations, one loan production office and two ATM locations, as well as a finance real estate lease for land upon which a new branch location was constructed. The lease agreements have maturity dates ranging from July 2020 to September 2047. As of September 30, 2019, the weighted average remaining life of the lease term for the operating leases and finance lease was 6.06 years and 28 years, respectively.

The discount rate used in determining the lease liability for each individual lease was the FHLB fixed advance rate as of January 2019 that corresponded to the remaining lease term for each of these leases at adoption of the ASU. As of September 30, 2019, the weighted average discount rate for operating leases and the finance lease was 3.31% and 3.98%, respectively.

The operating lease right-of-use assets, included in Other assets on the consolidated balance sheet, were $436 thousand, and the operating lease liabilities, included in Accrued interest and other liabilities on the consolidated balance sheet, were $437 thousand as of September 30, 2019. The finance lease right-of-use assets, included in Premises and equipment, net on the consolidated balance sheet, were $1.4 million, and the finance lease liabilities, included in Accrued interest and other liabilities on the consolidated balance sheet, were $1.5 million as of September 30, 2019.

~~The components of lease expense were as follows:~~

Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019
(Dollars in thousands)
Operating lease cost $ 31
$ 93

Finance lease cost:
Amortization of right-of-use assets $ 13
$ 39
Interest on lease liabilities 14
44
$ 27
$ 83

~~Total estimated rental commitments for operating and finance leases were as follows as of September 30, 2019:~~

Operating Leases Finance Leases
(Dollars in thousands)
2019 $ 51
$ 18
2020 113
70
2021 99
72
2022 51
73
2023 39
75
Thereafter 154
2,288
Total $ 507
$ 2,596

~~A reconciliation of the undiscounted cash flows in the maturity analysis above and the lease liability recognized in the consolidated balance sheet as of September 30, 2019, is shown below:~~

Operating Leases Finance Leases
(Dollars in thousands)
Undiscounted cash flows $ 507
$ 2,596
Discount effect of cash flows (70 ) (1,110 )
Lease liabilities $ 437
$ 1,486

Note 10. Stock Based Compensation

~~The Company's current stock based compensation plan is~~Under the Union Bankshares, Inc. 2014 Equity Incentive ~~Plan. Under the 2014 Equity~~ Plan, 50,000 shares of the Company’s common stock ~~are available~~were reserved for equity awards of incentive stock options, nonqualified stock options, restricted stock and RSUs to eligible officers and (except for awards of incentive stock options) nonemployee directors. Shares available for issuance of awards under the 2014 Equity Plan consist of unissued shares of the Company’s common stock and/or shares held in treasury. As of ~~September~~June 30, ~~2019,~~2020, there were outstanding grants of RSUs and incentive stock options under the 2014 Equity ~~Plan.~~Plan with respect to an aggregate of 18,123 shares of common stock.

RSUs. Each outstanding RSU represents the right to receive one share of the Company's common stock upon satisfaction of applicable vesting conditions. The general terms of the awards are described in the Company's ~~2018~~2019 Annual Report. Prior to vesting, the RSUs do not earn dividends or dividend equivalents, nor do they bear any voting rights.

The following table ~~presents a summary of~~summarizes the RSUs awarded to Company executives in ~~accordance with the 2016, 2017,~~2018, 2019 and ~~2018 Award Plan Summaries,~~2020, and the number of such RSUs remaining unvested as of ~~September~~June 30, ~~2019:~~2020:


						Number of RSUs Granted	Weighted-Average Grant Date Fair Value		Number of Unvested RSUs
	Number of RSUs Granted	Weighted-Average Grant Date Fair Value		Number of Unvested RSUs
2016 Award	3,569	$	45.45	478
2017 Award	3,225	52.95		1,831
2018 Award	3,734	$	47.75	3,734	2018 Award	3,225	$	52.95	433
2019 Award					2019 Award	3,734	47.75		2,120
2020 Award					2020 Award	8,918	36.26		8,918
Total	10,528			6,043	Total	15,877			11,471

Unrecognized compensation expense related to the unvested RSUs as of ~~September~~June 30, 2020 and 2019 ~~and September 30, 2018~~ was ~~$167~~$329 thousand and ~~$71~~$211 thousand, respectively.

~~During~~On April 15, 2020, the ~~nine months ended September 30, 2019, a total of~~ ~~6,183~~ ~~contingent RSUs were provisionally granted to Company executives in accordance~~Compensation Committee adopted criteria for provisional 2021 RSU awards, including performance goals, with a 2019 Award Plan Summary. The estimated number of contingent RSUs provisionally granted was based on target performance-based payout amounts detailed in the 2019 Award Plan Summary approved by the Board of Directors and on the closing market priceone half of the ~~Company's stock on the February 6, 2019 provisional grant date ($47.60 per share). As with the 2016, 2017, and 2018~~2021 grants ~~one half is~~to be in the form of Time-Based RSUs and one-half is in the form of Performance-Based RSUs. ~~The~~Under the 2021 award criteria and solely for modeling purposes, assuming achievement of 2020 performance goals at the target level and assuming a stock price of $25.76 per share (the closing price on April 15, 2020), approximately 15,760 RSUs would be granted in 2021. However, actual ~~number of Time-Based RSUs granted (if any)~~awards will be determined as of the earned date of December 31, 2019, based on the closing market price of the Company's stock on that date, while the actual number of Performance-Based RSUs granted (if any) will be determined duringsubject to Compensation Committee approval and made in the first quarter of ~~2020,~~2021, with the number of RSUs actually granted to be determined based on ~~actual 2019 performance.~~the Company’s stock price on the 2021 approval date, and in the case of Performance-Based RSUs, also on the level of achievement of 2020 performance goals. The ~~contingent RSUs were granted on substantially the same terms~~number of potential grantees for 2021 RSU awards is 15, compared to 7 grantees in 2020 and ~~conditions as the RSUs granted to Company executives under the previous~~

~~annual Award Plan Summaries.~~prior years. As of ~~September~~June 30, ~~2019,~~2020, the estimated unrecognized executive compensation expense related to the ~~provisionally granted RSUs,~~modeled 2021 target level RSU grants, based on the April 15, 2020 closing market price of the Company's stock, ~~on the provisional grant date of February 6, 2019, was~~would be $294 thousand.

On May ~~15, 2019,~~22, 2020, the Company's board of directors, as a component of total director compensation, granted an aggregate of ~~1,185~~2,152 RSUs to the Company's non-employee directors. Each RSU represents the right to receive one share of the Company's

Union Bankshares, Inc. Page 22

common stock upon satisfaction of applicable vesting conditions. The RSUs will vest onin May ~~19, 2020,~~2021, subject to continued board service through the vesting date, other than in the case of the director's death or disability. Prior to vesting, the RSUs do not earn dividends or dividend equivalents, nor do they bear any voting rights. Unrecognized director compensation expense related to the unvested RSUs as of ~~September~~June 30, ~~2019~~2020 was ~~$29~~$38 thousand.

Stock options. As of ~~September~~June 30, ~~2019,~~2020, 4,500 incentive stock options granted in December 2014 under the 2014 Equity Plan remained outstanding and exercisable and will expire in December 2021. There was no0 unrecognized compensation expense related to those options as of ~~September~~June 30, ~~2019.~~2020. The ~~estimated~~ intrinsic value of those options was ~~$34 thousand~~$0 due to the stock options not being in the money as of ~~September~~June 30, ~~2019.~~2020.

~~As of September~~During the six months ended June 30, ~~2019,~~2020, 1,000 incentive stock options granted under the 2008 ISO Plan ~~remained~~were exercised. There are no remaining options outstanding ~~and exercisable, with~~under the ~~last of such options expiring in December 2020.~~2008 ISO Plan. There was no0 unrecognized compensation expense related to those options as of ~~September~~June 30, ~~2019. The estimated intrinsic value of those options was $10 thousand as of September 30, 2019.~~2020.

Note 11. Other Comprehensive Income ~~(Loss)~~

Accounting principles generally require recognized revenue, expenses, gains and losses be included in net income or loss. Certain changes in assets and liabilities, such as the after tax effect of unrealized gains and losses on investment securities AFS that are not OTTI, are not reflected in the consolidated statements of income. The cumulative effect of such items, net of tax effect, is reported as a separate component of the equity section of the consolidated balance sheets (Accumulated OCI). OCI, along with net income, comprises the Company's total comprehensive income or loss.

As of the balance sheet dates, the components of Accumulated OCI, net of tax, were:

September 30, 2019 December 31, 2018
(Dollars in thousands)
Net unrealized gain (loss) on investment securities available-for-sale $ 1,163
$ (1,023 )


	June 30, 2020		December 31, 2019
	(Dollars in thousands)
Net unrealized gain on investment securities available-for-sale	$	2,717	$	986

The following tables disclose the tax effects allocated to each component of OCI for the three and ~~nine~~six months ended ~~September~~June 30:


	Three Months Ended
	June 30, 2020										June 30, 2019
	Before-Tax Amount		Tax (Expense) Benefit		Net-of-Tax Amount		Before-Tax Amount		Tax (Expense) Benefit		Net-of-Tax Amount
Investment securities available-for-sale:	(Dollars in thousands)
Net unrealized holding gains arising during the period on investment securities available-for-sale	$	830	$	(174)	$	656	$	1,023	$	(215)	$	808
Reclassification adjustment for net gains on investment securities available-for-sale realized in net income	—		—		—		(4)		1		(3)






Total other comprehensive income	$	830	$	(174)	$	656	$	1,019	$	(214)	$	805



	Six Months Ended
	June 30, 2020										June 30, 2019
	Before-Tax Amount		Tax (Expense) Benefit		Net-of-Tax Amount		Before-Tax Amount		Tax (Expense) Benefit		Net-of-Tax Amount
Investment securities available-for-sale:	(Dollars in thousands)
Net unrealized holding gains arising during the period on investment securities available-for-sale	$	2,202	$	(462)	$	1,740	$	2,217	$	(466)	$	1,751
Reclassification adjustment for net gains on investment securities available-for-sale realized in net income	(11)		2		(9)		(8)		2		(6)






Total other comprehensive income	$	2,191	$	(460)	$	1,731	$	2,209	$	(464)	$	1,745

Union Bankshares, Inc. Page 23

Three Months Ended
September 30, 2019 September 30, 2018
Before-Tax Amount Tax (Expense) Benefit Net-of-Tax Amount Before-Tax Amount Tax (Expense) Benefit Net-of-Tax Amount
Investment securities available-for-sale: (Dollars in thousands)
Net unrealized holding gains (losses) arising during the period on investment securities available-for-sale $ 558
$ (117 ) $ 441
$ (446 ) $ 94
$ (352 )
Total other comprehensive income (loss) $ 558
$ (117 ) $ 441
$ (446 ) $ 94
$ (352 )

Nine Months Ended
September 30, 2019 September 30, 2018
Before-Tax Amount Tax (Expense) Benefit Net-of-Tax Amount Before-Tax Amount Tax (Expense) Benefit Net-of-Tax Amount
Investment securities available-for-sale: (Dollars in thousands)
Net unrealized holding gains (losses) arising during the period on investment securities available-for-sale $ 2,775
$ (583 ) $ 2,192
$ (1,920 ) $ 404
$ (1,516 )
Reclassification adjustment for net gains on investment securities available-for-sale realized in net income (8 ) 2
(6 ) —
—
—
Total other comprehensive income (loss) $ 2,767
$ (581 ) $ 2,186
$ (1,920 ) $ 404
$ (1,516 )

~~There were no reclassification adjustments for the three months ended September 30, 2019 and 2018.~~ The following table discloses information concerning reclassification adjustments from OCI for the ~~nine~~three and six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018:~~2019:



	Three Months Ended						Six Months Ended
Reclassification Adjustment Description	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019		Affected Line Item in Consolidated Statement of Income
	(Dollars in thousands)
Investment securities available-for-sale:
Net gains on investment securities available-for-sale	$	—	$	(4)	$	(11)	$	(8)	Net gains on sales of investment securities available-for-sale
Tax expense	—		1		2		2		Provision for income taxes







Total reclassifications	$	—	$	(3)	$	(9)	$	(6)	Net income

Nine Months Ended
Reclassification Adjustment Description September 30, 2019 September 30, 2018
Affected Line Item in
Consolidated Statement of Income
(Dollars in thousands)
Investment securities available-for-sale:
Net gains on investment securities available-for-sale $ (8 ) $ —
Net gains on sales of investment securities available-for-sale
Tax expense 2
—
Provision for income taxes
Total reclassifications $ (6 ) $ —
Net income

Note 12. Fair Value Measurement

The Company utilizes FASB ASC Topic 820, Fair Value Measurement, as guidance for accounting for assets and liabilities carried at fair value. This standard defines fair value as the price that would be received, without adjustment for transaction costs, to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The guidance in FASB ASC Topic 820 establishes a three-level fair value hierarchy, which prioritizes the inputs used in measuring fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The three levels of the fair value hierarchy are:

•Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

•Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

•Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following is a description of the valuation methodologies used for the Company’s assets that are measured on a recurring basis at estimated fair value:

Investment securities AFS: The Company’s AFS securities have been valued utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows.

Mutual funds: Mutual funds have been valued using unadjusted quoted prices from active markets and therefore have been classified as Level 1.

Union Bankshares, Inc. Page 24

Assets measured at fair value on a recurring basis at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~,2019, segregated by fair value hierarchy level, are summarized below:


	Fair Value Measurements
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2020:	(Dollars in thousands)
Debt securities AFS:
U.S. Government-sponsored enterprises	$	4,943	$	—	$	4,943	$	—
Agency mortgage-backed	43,479		—		43,479		—
State and political subdivisions	28,619		—		28,619		—
Corporate	8,389		—		8,389		—
Total debt securities	$	85,430	$	—	$	85,430	$	—


Other investments:
Mutual funds	$	791	$	791	$	—	$	—


December 31, 2019:
Debt securities AFS:
U.S. Government-sponsored enterprises	$	6,292	$	—	$	6,292	$	—
Agency mortgage-backed	46,024		—		46,024		—
State and political subdivisions	26,965		—		26,965		—
Corporate	8,112		—		8,112		—
Total debt securities	$	87,393	$	—	$	87,393	$	—


Other investments:
Mutual funds	$	690	$	690	$	—	$	—

Fair Value Measurements

Fair
Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
September 30, 2019: (Dollars in thousands)
Debt securities AFS:
U.S. Government-sponsored enterprises $ 6,612
$ —
$ 6,612
$ —
Agency mortgage-backed 47,034
—
47,034
—
State and political subdivisions 23,527
—
23,527
—
Corporate 8,101
—
8,101
—
Total debt securities $ 85,274
$ —
$ 85,274
$ —

Other investments:
Mutual funds $ 612
$ 612
$ —
$ —

December 31, 2018:
Debt securities AFS:
U.S. Government-sponsored enterprises $ 6,321
$ —
$ 6,321
$ —
Agency mortgage-backed 36,252
—
36,252
—
State and political subdivisions 23,171
—
23,171
—
Corporate 7,661
—
7,661
—
Total debt securities $ 73,405
$ —
$ 73,405
$ —

Other investments:
Mutual funds $ 556
$ 556
$ —
$ —

There were no transfers in or out of Levels 1 and 2 during the three and ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, nor were there any Level 3 assets at any time during either period. Certain other assets and liabilities are measured at fair value on a nonrecurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Assets and liabilities measured at fair value on a nonrecurring basis in periods after initial recognition, such as collateral-dependent impaired loans, MSRs and OREO, were not considered material at ~~September~~June 30, ~~2019~~2020 or December 31, ~~2018~~.2019. The Company has not elected to apply the fair value method to any financial assets or liabilities other than those situations where other accounting pronouncements require fair value measurements.

FASB ASC Topic 825, Financial Instruments, requires disclosure of the estimated fair value of financial instruments. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s 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. Management’s estimates and assumptions are inherently subjective and involve uncertainties and matters of significant judgment. Changes in assumptions could dramatically affect the estimated fair values.

Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments may be excluded from disclosure requirements. Thus, the aggregate fair value amounts presented may not necessarily represent the actual underlying fair value of such instruments of the Company.

Union Bankshares, Inc. Page 25

As of the balance sheet dates, the estimated fair values and related carrying amounts of the Company's significant financial instruments were as follows:


	June 30, 2020
	Fair Value Measurements
	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Financial assets
Cash and cash equivalents	$	36,628	$	36,628	$	36,628	$	—	$	—
Interest bearing deposits in banks	9,802		10,052		—		10,052		—
Investment securities	86,221		86,221		791		85,430		—
Loans held for sale	43,550		44,931		—		44,931		—
Loans, net
Residential real estate	180,151		183,522		—		—		183,522
Construction real estate	46,059		45,988		—		—		45,988
Commercial real estate	309,565		314,926		—		—		314,926
Commercial	114,836		111,798		—		—		111,798
Consumer	3,161		3,129		—		—		3,129
Municipal	31,177		31,599		—		—		31,599
Accrued interest receivable	3,647		3,647		—		436		3,211
Nonmarketable equity securities	1,150		N/A		N/A		N/A		N/A
Financial liabilities
Deposits
Noninterest bearing	$	188,741	$	188,741	$	188,741	$	—	$	—
Interest bearing	484,496		484,496		484,496		—		—
Time	146,255		147,601		—		147,601		—
Borrowed funds

Long-term	9,497		9,992		—		9,992		—
Accrued interest payable	164		164		—		164		—

Union Bankshares, Inc. Page 26

September 30, 2019
Fair Value Measurements

Carrying
Amount
Estimated Fair
Value
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(Dollars in thousands)
Financial assets
Cash and cash equivalents $ 29,900
$ 29,900
$ 29,900
$ —
$ —
Interest bearing deposits in banks 7,062
7,150
—
7,150
—
Investment securities 85,886
85,886
612
85,274
—
Loans held for sale 13,561
13,833
—
13,833
—
Loans, net
Residential real estate 191,497
192,027
—
—
192,027
Construction real estate 62,651
62,296
—
—
62,296
Commercial real estate 281,417
283,431
—
—
283,431
Commercial 44,277
42,959
—
—
42,959
Consumer 3,546
3,496
—
—
3,496
Municipal 69,708
69,682
—
—
69,682
Accrued interest receivable 2,702
2,702
—
446
2,256
Nonmarketable equity securities 2,607
N/A
N/A
N/A
N/A
Financial liabilities
Deposits
Noninterest bearing $ 137,239
$ 137,239
$ 137,239
$ —
$ —
Interest bearing 419,646
419,646
419,646
—
—
Time 159,844
159,709
—
159,709
—
Borrowed funds
Long-term 47,164
46,918
—
46,918
—
Accrued interest payable 543
543
—
543
—


	December 31, 2018											December 31, 2019
	Fair Value Measurements											Fair Value Measurements
	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)											(Dollars in thousands)
Financial assets											Financial assets
Cash and cash equivalents	$	37,289	$	37,289	$	37,289	$	—	$	—	Cash and cash equivalents	$	51,134	$	51,134	$	51,134	$	—	$	—
Interest bearing deposits in banks	9,300		9,177		—		9,177		—		Interest bearing deposits in banks	6,565		6,671		—		6,671		—
Investment securities	73,961		73,961		556		73,405		—		Investment securities	88,083		88,083		690		87,393		—
Loans held for sale	2,899		2,954		—		2,954		—		Loans held for sale	7,442		7,587		—		7,587		—
Loans, net											Loans, net
Residential real estate	186,225		183,836		—		—		183,836		Residential real estate	191,032		192,955		—		—		192,955
Construction real estate	54,786		54,694		—		—		54,694		Construction real estate	68,951		68,381		—		—		68,381
Commercial real estate	273,609		272,187		—		—		272,187		Commercial real estate	286,871		288,931		—		—		288,931
Commercial	46,943		45,713		—		—		45,713		Commercial	47,379		45,872		—		—		45,872
Consumer	3,223		3,193		—		—		3,193		Consumer	3,545		3,483		—		—		3,483
Municipal	72,874		72,689		—		—		72,689		Municipal	67,387		67,103		—		—		67,103
Accrued interest receivable	2,812		2,812		—		423		2,389		Accrued interest receivable	2,702		2,702		—		435		2,267
Nonmarketable equity securities	2,376		N/A		N/A		N/A		N/A		Nonmarketable equity securities	2,607		N/A
Financial liabilities											Financial liabilities
Deposits											Deposits
Noninterest bearing	$	132,971	$	132,971	$	132,971	$	—	$	—	Noninterest bearing	$	136,434	$	136,434	$	136,434	$	—	$	—
Interest bearing	444,722		444,722		444,722		—		—		Interest bearing	458,940		458,940		458,940		—		—
Time	129,077		127,554		—		127,554		—		Time	148,653		148,542		—		148,542		—
Borrowed funds											Borrowed funds
Short-term	370		370		370		—		—		Short-term	40,000		40,000		40,000		—		—
Long-term	27,451		27,374		—		27,374		—		Long-term	7,164		7,416		—		7,416		—
Accrued interest payable	203		203		—		203		—		Accrued interest payable	673		673		—		673		—

The carrying amounts in the preceding tables are included in the consolidated balance sheets under the applicable captions.

Note 13. Subsequent Events

Subsequent events represent events or transactions occurring after the balance sheet date but before the financial statements are issued. Financial statements are considered “issued” when they are widely distributed to shareholders and others for general use and reliance in a form and format that complies with GAAP. Events occurring subsequent to ~~September~~June 30, ~~2019~~2020 have been evaluated as to their potential impact to the consolidated financial statements.

On ~~October 16, 2019,~~July 15, 2020, the Company declared a regular quarterly cash dividend of ~~$0.31~~$0.32 per share, payable ~~November 7, 2019,~~August 6, 2020, to stockholders of record on ~~October 28, 2019.~~

July 27, 2020.

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

GENERAL

The following discussion and analysis focuses on those factors that, in management's view, had a material effect on the financial position of the Company as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~,2019, and its results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~.2019. This discussion is being presented to provide a narrative explanation of the consolidated

Union Bankshares, Inc. Page 27

financial statements and should be read in conjunction with the consolidated financial statements and related notes and with other financial data appearing elsewhere in this filing and with the Company's ~~2018~~2019 Annual Report. In the opinion of the Company's management, the interim unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments and disclosures necessary to fairly present the Company's consolidated financial position and results of operations for the interim periods presented. Management is not aware of the occurrence of any events after ~~September~~June 30, ~~2019~~2020 which would materially affect the information presented.

Please refer to Note 1 in the Company's unaudited interim consolidated financial statements at Part I, Item 1 of this Report for definitions of acronyms, abbreviations and capitalized terms used throughout the following discussion and analysis.

CAUTIONARY ADVICE ABOUT FORWARD LOOKING STATEMENTS

The Company, "we," "us," "our," may from time to time make written or oral statements that are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include financial projections, statements of plans and objectives for future operations, estimates of future economic performance or conditions and assumptions relating thereto. The Company may include forward-looking statements in its filings with the SEC, in its reports to stockholders, including this quarterly report, in press releases, other written materials, and in statements made by senior management to analysts, rating agencies, institutional investors, representatives of the media and others.

Forward-looking statements reflect management's current expectations and are subject to uncertainties, both general and specific, and risk exists that actual results will differ from those predictions, forecasts, projections and other estimates contained in forward-looking statements. These risks cannot be readily quantified. When management uses any of the words “believes,” “expects,” “predicts,” “anticipates,” “intends,” “projects,” “plans,” “seeks,” “estimates,” “targets,” “goals,” “may,” “might,” “could,” “would,” “should,” or similar expressions, they are making forward-looking statements. Many possible events or factors, including those beyond the control of management, could affect the future financial results and performance of the Company.

Factors that may cause results or performance to differ materially from those expressed in forward-looking statements include, but are not limited to:

•General economic conditions and financial instability, either nationally, internationally, regionally or locally;

•Increased competitive pressures, including those from tax-advantaged credit unions and other financial service providers in our northern Vermont and New Hampshire market area or in the financial services industry generally, from increasing consolidation and integration of financial service providers, and from changes in technology and delivery systems;

•Interest rates change in a way that puts pressure on the Company's margins, or that results in lower fee income and lower gain on sale of real estate loans, or that increases our interest costs;

•Changes in laws or government rules, or the way in which courts or government agencies interpret or implement those laws or rules, that increase our costs of doing business or otherwise adversely affect our business;

•Further changes in federal or state tax policy;

•Changes in our level of nonperforming assets and charge-offs;

•Changes in depositor behavior resulting in movement of funds out of bank deposits and into the stock market or other higher-yielding investments;

•Changes in estimates of future reserve requirements based upon relevant regulatory and accounting requirements;

•Changes in information technology that require increased capital spending or that result in new or increased risks;

•Changes in consumer and business spending, borrowing and savings habits;

•Changes in accounting principles, including those governing the manner of estimating our credit risk and calculating our loan loss reserve;

•Further changes to the regulations governing the calculation of the Company’s regulatory capital ratios;

•Increased competitive pressures affecting the ability of the Company to attract, develop and retain employees;

•Increased cybersecurity threats; and

•The effect of and changes in the United States monetary and fiscal policies, including interest rate policies and regulation of the money supply by the FRB.

In addition, statements about the potential effects of the COVID-19 pandemic on the Company's financial position and results of operations may constitute forward-looking statements. Such statements may include, but are not limited to, statements concerning:

•the continuing ability of our employees to work remotely;

•our ability to staff our branches and keep our branches open;

•the continuing strength of our capital and liquidity positions;

•our continued ability to access sources of contingent liquidity;

Union Bankshares, Inc. Page 28

•the continuing strength of the asset quality in our lending portfolios; and

•the potential effectiveness of relief measures and programs for customers affected by COVID-19.

When evaluating forward-looking statements to make decisions about the Company and our stock, investors and others are cautioned to consider these and other risks and uncertainties, and are reminded not to place undue reliance on such statements. Investors should not consider the foregoing list of factors to be a complete list of risks or uncertainties. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation to update them to reflect new or changed information or events, except as may be required by federal securities laws.

Non-GAAP Financial Measures

Under SEC Regulation G, public companies making disclosures containing financial measures that are not in accordance with GAAP must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure. The SEC has exempted from the definition of non-GAAP financial measures certain commonly used financial measures that are not based on GAAP. However, two non-GAAP financial measures commonly used by financial institutions, namely tax-equivalent net interest income and tax-equivalent net interest margin (as presented in the tables in the section labeled Yields Earned and Rates Paid), have not been specifically exempted by the SEC, and may therefore constitute non-GAAP financial measures under Regulation G. We are unable to state with certainty whether the SEC would regard those measures as subject to Regulation G. Management believes that these non-GAAP financial measures are useful in evaluating the Company’s financial performance and facilitate comparisons with the performance of other financial institutions. However, that information should be considered supplemental in nature and not as a substitute for related financial information prepared in accordance with GAAP.

CRITICAL ACCOUNTING POLICIES

The Company has established various accounting policies which govern the application of GAAP in the preparation of the Company's consolidated financial statements. Certain accounting policies involve significant judgments and assumptions by management which have a material impact on the reported amount of assets, liabilities, capital, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require management to make its most difficult and subjective judgments, often as a result of the need to make estimates on matters that are inherently uncertain. Based on this definition, management has identified the accounting policies and judgments most critical to the Company. They include establishing the amount of ALL, evaluating our investment securities for OTTI, and valuing our intangible assets. Prior to termination of our defined benefit pension plan during the fourth quarter of 2018, determining the amount of our defined benefit pension plan obligation and net periodic cost/(benefit) was also a critical accounting policy. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from estimates and have a material impact on the carrying value of assets, liabilities, or capital, and/or the results of operations of the Company.

Please refer to the Company's ~~2018~~2019 Annual Report on Form 10-K for a more in-depth discussion of the Company's critical accounting policies. There have been no changes to the Company's critical accounting policies since the filing of that report.

OVERVIEW

~~During~~On March 11, 2020, the ~~third quarter~~WHO declared the outbreak of ~~2019,~~COVID-19 as a global pandemic, which spread throughout the United States and around the world. The declaration of a global pandemic indicates that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. Subsequent to the global declaration, the President of the United States declared a National Health Emergency and the Governors of Vermont and New Hampshire issued emergency orders requiring the temporary closure of businesses deemed non-essential. The outbreak of COVID-19 has adversely impacted a broad range of industries in which the Company’s customers operate and in some cases has impaired their ability to fulfill their financial obligations to the Company and may weaken their demand for our products and services in future periods.

The emergency orders issued by the Governors of Vermont and New Hampshire currently remain in place, however a phased work safe approach was initiated in late April allowing non-essential business to re-open, with state issued guidance regarding capacity limits and social distancing requirements. The re-opening has allowed some business to bring employees back to work, although at limited capacity in many cases. Travel restrictions have lessened and people may travel to and from Vermont to counties in nearby states that have low rates of active cases, although mandated COVID-19 mitigation requirements applicable to the hospitality industry have dampened tourism in both Vermont and New Hampshire.

Union Bankshares, Inc. Page 29

On March 3, 2020, the Federal ~~Reserve~~Open Market Committee (FOMC) reduced the ~~Federal Funds Target Rate from 2.5%~~target federal funds rate by 50 basis points to ~~2.0%,~~a range of 1.00% to 1.25%. This rate was further reduced to a target range of 0% to 0.25% on March 16, 2020. The most recent meeting of the FOMC, held on July 29, 2020, indicated that this low target range will remain in effect until members of the FOMC are confident the economy has weathered recent events and is on track to achieve its maximum employment and price stability goals, which ~~also resulted~~may not be until 2021 or beyond. Prolonged reductions in a decrease in the national prime rate from 5.5% to 5.0%. The Company holds variable rate loans in the portfolio that are indexed to the national prime rate, however, not all of these variable rate loans are set to reprice immediately upon a change to the index, therefore, the Company did not recognize an immediate decline in loan interest income related to this reduction in rates. The decrease in rates on a national level does impact the interest rates ~~offered on new loans~~ and ~~has resulted~~other effects of the COVID-19 outbreak may adversely affect the Company’s financial condition and results of operations in ~~rate reduction requests from select customers with existing loans.~~future periods.

The Company opened two full service branch locations in Chittenden County, Vermont in May and August of 2019. The new locations have contributed to increases in customer loan and deposit balances on the balance sheet, but have also contributed to increases in overhead expense, specifically related to salaries and wages, occupancy and equipment expenses.

Net income for the September 30, 2018 three and nine month comparison periods reflected a one-time charge to income of $310 thousand to correct an overstated interest rate assigned to a tax exempt loan. This correction impacts the changes in interest income between periods. In addition, the changes in net income between periods were affected by expenses of $169 thousand and $508 thousand for the September 30, 2018 three and nine month comparison periods, respectively, related to the Company's defined benefit plan, which was terminated and settled during the fourth quarter of 2018. (~~See Results of Operations.)~~

~~The Company's~~Consolidated net income increased ~~$427~~$138 thousand, or ~~18.5%~~5.5%, to $2.7 million for the second quarter ~~ended September 30, 2019,~~of 2020 compared to ~~$2.3~~$2.5 million for the second quarter ~~ended September 30, 2018. These results reflected the combined impact~~ of ~~an increase~~2019 due to increases in ~~the~~

~~Company's~~ net interest income of ~~$625~~$271 thousand ~~or 8.9%,~~ and ~~an increase in~~ noninterest income of ~~$280~~$517 thousand, ~~or 11.4%, which were~~ partially offset by ~~an increase in noninterest expenses of $476 thousand, or 7.3%.~~

Year-to-date earnings for 2019 were $7.9 million, or $1.77 per share, compared to $7.5 million, or $1.68 per share, for the same period in 2018, an increase of $381 thousand, or 5.1%, year over year. Net interest income improved $1.4 million, or 6.8%, noninterest income increased $279 thousand, or 3.9%, and the provision for income taxes decreased $83 thousand, or 5.7%. These positive changes were partially offset by an increase in noninterest expenses of $1.4 million, or 7.2%, and an increaseincreases in the provision for loan losses of ~~$50~~$350 thousand and noninterest expenses of $311 thousand.

~~At September~~Union originated $68.5 million in PPP loans during the second quarter of 2020 to assist customers during the economic disruption caused by COVID-19. Interest income and origination fees from PPP loans was $368 thousand for the three months ended June 30, 2020.

Additionally, sales of qualifying residential loans to the secondary market for the second quarter of 2020 were $55.4 million resulting in gain on sales of $1.2 million, compared to sales of $35.2 million and gain on sales of $683 thousand for the second quarter of 2019. The increased volume of loan sales reflects an increase in residential mortgage financing activity likely due to the drop in interest rates.

Consolidated net income was $4.9 million, or $1.09 per share, compared to $5.2 million, or $1.15 per share, for the six months ended June 30, 2020 and 2019, respectively. The reduction in earnings from the 2019 comparison period was primarily due to increases of $600 thousand in the provision for loan losses and $956 thousand in noninterest expenses, partially offset by increases in net interest income of $412 thousand and noninterest income of $803 thousand.

Net interest income increased $412 thousand, or 2.8%, to $15.3 million for the six months ended June 30, 2020 compared to $14.9 million for the six months ended June 30, 2019. Despite the Federal Reserve initiating a 150 basis point reduction in short term interest rates in March 2020, interest income increased $606 thousand primarily due to higher volumes of loans during the first six months of 2020 compared to the same period in 2019; however, that increase was partially offset by a reduction in earnings from the investment portfolio. Interest expense was $2.8 million for the six months ended June 30, 2020 compared to $2.6 million for the six months ended June 30, 2019, reflecting an increase in interest-bearing liabilities between periods.

The provision for loan losses was $800 thousand for the six months ended June 30, 2020 compared to $200 thousand for the same period in 2019. The increase in the provision resulted from management's adjustment to the economic qualitative factors utilized to estimate the allowance for loan losses due to the economic disruption currently impacting our borrowers. There was no change to the methodology for calculating the allowance for loan losses.

Total noninterest income amounted to $5.5 million for the six months ended June 30, 2020 compared to $4.7 million for the six months ended June 30, 2019, an increase of $803 thousand, or 17.1%. The increase is primarily due to an increase in the gain on sale of residential loans. Sales of qualifying residential loans amounted to $97.8 million for the six months ended June 30, 2020 compared to $56.7 million for the same period in 2019, reflecting both increased volume and more favorable pricing.

Total noninterest expenses were $14.3 million for the six months ended June 30, 2020 compared to $13.3 million for the same period in 2019. Increases of $249 thousand in salaries and wages, $152 thousand in employee benefits, $132 thousand in occupancy expenses, $357 thousand in equipment expenses, and $66 thousand in other expenses occurred for the three and six months ended June 30, 2020 due to planned technology infrastructure spending, discretionary hiring of high value staff to allow continued growth in the franchise, and continued development of newer branch locations.

At June 30, 2020, the Company had total consolidated assets of ~~$844.9~~$917.1 million, including gross loans and loans held for sale (total loans) of ~~$671.5~~$736.2 million, deposits of ~~$716.7~~$819.5 million, borrowed funds of ~~$47.2~~$9.5 million, and stockholders' equity of ~~$70.6~~$75.8 million. The Company’s total assets at September 30, 2019 increased $39.6 million, or 4.9%, from $805.3 million at December 31, 2018, and increased $65.2 million, or 8.4%, compared to September 30, 2018. (See ~~Financial Condition~~ ~~on page 35.)~~

The Company's total capital increased from ~~$64.5~~$71.8 million at December 31, ~~2018~~2019 to ~~$70.6~~$75.8 million at ~~September~~June 30, ~~2019.~~2020. This increase primarily reflects net income of ~~$7.9~~$4.9 million for the first ~~nine~~six months of ~~2019~~2020 and an increase of ~~$2.2~~$1.7 million in accumulated other comprehensive income, partially offset by regular cash dividends declared of ~~$4.2~~$2.9 million. (See Capital Resources on page ~~42.~~45.)

Union Bankshares, Inc. Page 30

The following unaudited per share information and key ratios depict several measurements of performance or financial condition at or for the three and ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, ~~and~~ ~~2018~~, respectively:


	Three Months Ended or At September 30,						Nine Months Ended or At September 30,							Three Months Ended or At June 30,									Six Months Ended or At June 30,
	2019			2018			2019			2018				2020			2019			2020			2019
Return on average assets (1)	1.34		%	1.20		%	1.31		%	1.34		%	Return on average assets (1)	1.11		%	1.25		%	1.08		%	1.29		%
Return on average equity (1)	15.79		%	15.30		%	15.64		%	16.86		%	Return on average equity (1)	14.38		%	15.07		%	13.25		%	15.57		%
Net interest margin (1)(2)	4.05		%	3.87		%	4.07		%	4.08		%	Net interest margin (1)(2)	3.55		%	4.06		%	3.71		%	4.06		%
Efficiency ratio (3)	66.72		%	68.63		%	67.05		%	66.58		%	Efficiency ratio (3)	65.28		%	67.43		%	67.92		%	67.23		%
Net interest spread (4)	3.86		%	3.72		%	3.89		%	3.96		%	Net interest spread (4)	3.38		%	3.88		%	3.53		%	3.89		%
Loan to deposit ratio	93.69		%	96.40		%	93.69		%	96.40		%	Loan to deposit ratio	89.84		%	94.13		%	89.84		%	94.13		%
Net loan charge-offs to average loans not held for sale (1)	0.01		%	0.06		%	0.06		%	0.02		%	Net loan charge-offs to average loans not held for sale (1)	—		%	0.03		%	0.01		%	0.08		%
Allowance for loan losses to loans not held for sale	0.88		%	0.88		%	0.88		%	0.88		%	Allowance for loan losses to loans not held for sale	0.99		%	0.94		%	0.99		%	0.94		%
Nonperforming assets to total assets (5)	0.23		%	0.18		%	0.23		%	0.18		%	Nonperforming assets to total assets (5)	0.35		%	0.20		%	0.35		%	0.20		%
Equity to assets	8.36		%	7.80		%	8.36		%	7.80		%	Equity to assets	8.26		%	8.88		%	8.26		%	8.88		%
Total capital to risk weighted assets	12.95		%	13.63		%	12.95		%	13.63		%	Total capital to risk weighted assets	13.44		%	13.06		%	13.44		%	13.06		%
Book value per share	$	15.80		$	13.61		$	15.80		$	13.61		Book value per share	$	16.93		$	15.38		$	16.93		$	15.38
Earnings per share	$	0.62		$	0.52		$	1.77		$	1.68		Earnings per share	$	0.60		$	0.56		$	1.09		$	1.15
Dividends paid per share	$	0.31		$	0.30		$	0.93		$	0.90		Dividends paid per share	$	0.32		$	0.31		$	0.64		$	0.62
Dividend payout ratio (6)	50.00		%	57.69		%	52.54		%	53.57		%	Dividend payout ratio (6)	53.33		%	55.36		%	58.72		%	53.91		%

__________________


~~(1)~~	~~Annualized.~~


~~(2)~~	~~The ratio of tax equivalent net interest income to average earning assets. See pages 30 and 31 for more information.~~


~~(3)~~	~~The ratio of noninterest expense to tax equivalent net interest income and noninterest income, excluding securities gains (losses).~~


~~(4)~~	~~The difference between the average yield on earning assets and the average rate paid on interest bearing liabilities. See pages 30 and 31 for more information.~~


~~(5)~~	~~Nonperforming assets are loans or investment securities that are in nonaccrual or 90 or more days past due as well as OREO or OAO.~~


~~(6)~~	~~Cash dividends declared and paid per share divided by consolidated net income per share.~~

(1)Annualized.

(2)The ratio of tax equivalent net interest income to average earning assets. See pages 33 and 34 for more information.

(3)The ratio of noninterest expense to tax equivalent net interest income and noninterest income, excluding securities gains (losses).

(4)The difference between the average yield on earning assets and the average rate paid on interest bearing liabilities. See pages 33 and 34 for more information.

(5)Nonperforming assets are loans or investment securities that are in nonaccrual or 90 or more days past due as well as OREO or OAO.

(6)Cash dividends declared and paid per share divided by consolidated net income per share.

RESULTS OF OPERATIONS

Net Interest Income. The largest component of the Company’s operating income is net interest income, which is the difference between interest and dividend income received from earning assets and interest expense paid on interest bearing liabilities. Net interest income is affected by various factors including, but not limited to changes in interest rates, loan and deposit pricing strategies, the volume and mix of interest earning assets and interest bearing liabilities, and the level of nonperforming assets. Net interest margin is calculated as the net interest income on a fully tax equivalent basis as a percentage of average earning assets.

~~As previously mentioned, the Federal Reserve decreased short term interest rates by 50 bp during the third quarter of 2019. Despite the decline in interest rates the~~The average yield on average earning assets was ~~4.82%~~4.16% for the three months ended ~~September~~June 30, ~~2019~~2020 compared to ~~4.46%~~4.79% for the three months ended ~~September~~June 30, ~~2018,~~2019, a decrease of 63 bps despite an ~~increase of 36 bp. The~~ increase in average earning assets of $139.1 million. Interest income on investment securities decreased $75 thousand between the three month comparison periods due to a decrease of 52 bps in the average yield ~~was primarily driven by~~even though an increase in average balances of ~~43 bps in loan yield~~$5.4 million occurred between the comparison periods. Interest income on loans increased $365 thousand between comparison periods due to an increase in the average volume of loans outstanding of ~~$30.5~~$96.9 million ~~between~~despite a decrease in the average yield of 46 bps. The current interest rate environment and competition for quality loans continues to put downward pressure on loan yields. The decrease in the average yield for the three month comparison ~~periods.~~period is also due to the lower yield on the PPP loans originated during the second quarter of 2020. The ~~one-time reduction~~average balance of ~~$310 thousand in interest income~~PPP loans for the three months ended ~~September~~June 30, ~~2018 to correct~~2020 was $53.6 million with an ~~overstated interest rate on a tax exempt loan reduced the~~ average yield ~~on earning assets~~of 2.76%.

Interest expense for ~~that period~~the second quarter of 2020 decreased $36 thousand compared to the second quarter of 2019. The decrease was attributable to lower rates paid in most interest bearing liability categories despite the increase in average balances of $91.9 million. The increase in average balances was attributable to proceeds from PPP loans deposited into customer accounts at Union, customer's receipt of government stimulus payments, and the general lack of spending by ~~four bps.~~

customers due to the economic disruption caused by COVID-19. The average rate paid on interest bearing liabilities ~~increased 22~~decreased 13 bps, to ~~0.96%~~0.78% for

Union Bankshares, Inc. Page 31

the second quarter of 2020 compared to 0.91% for the ~~third~~second quarter of ~~2019 compared to 0.74% for the third quarter of 2018.~~2019. The average rate paid on time deposits ~~increased 54 bp~~decreased 25 bps for the ~~third~~second quarter of ~~2019~~2020 compared to the same period in ~~2018,~~2019, which reflects the renewal of higher rate CD specials offered ~~to customers~~ in the Company's newest markets, as well as the whole branch network. The utilization of brokered deposits and purchased deposits from CDARS is necessary to bridge short term funding gaps as core deposits are gathered.2019 into lower rate paying instruments in 2020. The reduction in short term interest rates initiated by the ~~Federal Reserve~~FRB late in 2019 and further reduction in March 2020 has ~~started to provide some~~provided relief in wholesale funding costs, ~~but for the comparison periods, borrowed funds have~~with a ~~higher cost than customer deposits at an average rate paid of 2.22%, compared to 1.73% a year ago. The 49 bps increase~~reduction in the average rate paid ~~on borrowed funds resulted~~of 125 bps, resulting in a ~~$55~~decrease of $112 thousand ~~increase~~ in interest expense for borrowed funds during the three months ended ~~September~~June 30, ~~2019~~2020 compared to the three months ended ~~September~~June 30, ~~2018. Although interest rates are decreasing nationally, competition for customer deposits remains strong and will likely continue to put upward pressure on cost~~2019 despite an increase of ~~funds~~$7.7 million in the ~~coming months.~~average balance.

The Company’s tax-equivalent net interest income increased ~~$625~~$271 thousand, or ~~8.9%~~3.6%, to ~~$7.6~~$7.8 million for the three months ended ~~September~~June 30, ~~2019~~2020 from ~~$7.0~~$7.5 million for the three months ended ~~September~~June 30, ~~2018.~~2019. The net interest spread ~~increased 14~~decreased 50 bps to ~~3.86%~~3.38% for the ~~third~~second quarter of ~~2019,~~2020, from ~~3.72%~~3.88% for the same period last year, reflecting the net effect of the ~~22 bp~~13 bps increase in the average rate paid on interest bearing liabilities and the 3663 bps ~~increase~~decrease in the average yield earned on interest earning assets between periods. The net interest margin ~~increased 18~~decreased 51 bps during the ~~third~~second quarter of ~~2019~~2020 compared to the same period last year as a result of the changes discussed above.

Net interest income was ~~$22.6~~$15.3 million, on a fully tax equivalent basis for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to ~~$21.1~~$14.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$1.4 million,~~$412 thousand, or ~~6.79%~~2.77%. The average volume of earning assets increased ~~$51.7~~$92.3 million and the average yield on earning assets ~~increased 25~~decreased 39 bps to ~~4.80%~~4.38% compared to ~~4.55%~~4.77% for the comparison period. Average loans increased ~~$44.4~~$65.5 million, or ~~7.31%~~10.12%, to ~~$652.0~~$713.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019. The $2.7 million increase~~2020. Despite a decrease in average yield, interest income on loans ~~was~~increased $754 thousand between periods, due primarily to the increase in the average loan ~~volume,~~volume., As discussed above, the current interest rate environment and competition for quality loans continues to put downward pressure on loan yields;. this coupled with the ~~increase~~origination of low yielding PPP loans during the second quarter of 2020 contributed to the decline in the average yield on loans ~~also contributing, but to a lesser extent.~~for the six months ended June 30, 2020 compared the six months ended June 30, 2019. The average balance of PPP loans for the six months ended June 30, 2020 was $26.8 million with an average yield of 2.76%.

The average cost of funds, which is tied primarily to customer deposit accounts, ~~increased 32~~decreased three bps to ~~0.91%~~0.85% for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to ~~0.59%~~0.88% for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. Interest expense increased ~~$1.7 million,~~$194 thousand, to ~~$4.1~~$2.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to ~~$2.5~~$2.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The increase in interest expense was primarily due to ~~increases~~a $65.1 million increase in ~~average rates paid and to a lesser extent~~ the ~~increase in~~ average volume of ~~$47.5 million.~~interest bearing liabilities. Management expects further reduction in the average cost of funds in future periods due to lowering interest rates on time deposit and savings account products, and has no plans at this time to offer any time deposit specials.

Union Bankshares, Inc. Page 32

The following tables show for the periods indicated the total amount of income recorded from average interest earning assets, the related average tax equivalent yields, the interest expense associated with average interest bearing liabilities, the related average rates paid, and the resulting tax equivalent net interest spread and margin.



	Three Months Ended June 30,
	2020										2019
	Average Balance		Interest Earned/ Paid		Average Yield/ Rate		Average Balance		Interest Earned/ Paid		Average Yield/ Rate
	(Dollars in thousands)
Average Assets:
Federal funds sold and overnight deposits	$	50,073	$	11	0.09	%	$	13,558	$	50	1.44	%
Interest bearing deposits in banks	7,939		40		2.01	%	8,155		52		2.55	%
Investment securities (1), (2)	84,880		497		2.48	%	79,515		572		3.00	%
Loans, net (1), (3)	748,735		8,565		4.65	%	651,786		8,200		5.11	%
Nonmarketable equity securities	2,742		26		3.77	%	2,284		30		5.35	%
Total interest earning assets (1)	894,369		9,139		4.16	%	755,298		8,904		4.79	%
Cash and due from banks	5,530						4,572
Premises and equipment	20,477						19,734
Other assets	37,676						26,672
Total assets	$	958,052					$	806,276
Average Liabilities and Stockholders' Equity:
Interest bearing checking accounts	$	192,436	203		0.43	%	$	155,815	85		0.22	%
Savings/money market accounts	314,819		560		0.71	%	266,788		509		0.77	%
Time deposits	146,272		489		1.34	%	146,716		582		1.59	%
Borrowed funds and other liabilities	44,561		109		0.96	%	36,883		221		2.21	%
Total interest bearing liabilities	698,088		1,361		0.78	%	606,202		1,397		0.91	%
Noninterest bearing deposits	174,785						125,343
Other liabilities	10,990						7,594
Total liabilities	883,863						739,139
Stockholders' equity	74,189						67,137
Total liabilities and stockholders’ equity	$	958,052					$	806,276
Net interest income			$	7,778					$	7,507
Net interest spread (1)					3.38	%					3.88	%
Net interest margin (1)					3.55	%					4.06	%

Union Bankshares, Inc. Page 33

Three Months Ended September 30,
2019 2018

Average
Balance
Interest
Earned/
Paid
Average
Yield/
Rate
Average
Balance
Interest
Earned/
Paid
Average
Yield/
Rate
(Dollars in thousands)
Average Assets:
Federal funds sold and overnight deposits $ 8,468
$ 19
0.89 % $ 11,346
$ 26
0.88 %
Interest bearing deposits in banks 7,309
46
2.48 % 9,988
56
2.24 %
Investment securities (1), (2) 83,211
531
2.69 % 72,150
490
2.91 %
Loans, net (1), (3) 660,570
8,502
5.17 % 630,028
7,482
4.74 %
Nonmarketable equity securities 2,739
33
4.75 % 3,423
41
4.71 %
Total interest earning assets (1) 762,297
9,131
4.82 % 726,935
8,095
4.46 %
Cash and due from banks 5,077
4,682

Premises and equipment 22,142
15,402

Other assets 29,572
23,279

Total assets $ 819,088
$ 770,298

Average Liabilities and Stockholders' Equity:
Interest bearing checking accounts $ 163,278
136
0.33 % $ 141,819
56
0.15 %
Savings/money market accounts 240,176
398
0.66 % 259,990
426
0.65 %
Time deposits 157,868
664
1.67 % 126,005
360
1.13 %
Borrowed funds and other liabilities 50,011
299
2.22 % 55,335
244
1.73 %
Total interest bearing liabilities 611,333
1,497
0.96 % 583,149
1,086
0.74 %
Noninterest bearing deposits 130,854
117,774

Other liabilities 7,522
8,980

Total liabilities 749,709
709,903

Stockholders' equity 69,379
60,395

Total liabilities and stockholders’ equity $ 819,088
$ 770,298

Net interest income $ 7,634
$ 7,009

Net interest spread (1) 3.86 % 3.72 %
Net interest margin (1) 4.05 % 3.87 %


	Nine Months Ended September 30,													Six Months Ended June 30,
	2019						2018							2020										2019
	Average Balance		Interest Earned/ Paid		Average Yield/ Rate		Average Balance		Interest Earned/ Paid		Average Yield/ Rate			Average Balance		Interest Earned/ Paid		Average Yield/ Rate		Average Balance		Interest Earned/ Paid		Average Yield/ Rate
	(Dollars in thousands)													(Dollars in thousands)
Average Assets:													Average Assets:
Federal funds sold and overnight deposits	$	12,089	$	130	1.42	%	$	12,041	$	88	0.96	%	Federal funds sold and overnight deposits	$	34,148	$	64	0.37	%	$	13,930	$	111	1.58	%
Interest bearing deposits in banks	8,164		153		2.50	%	9,901		152		2.06	%	Interest bearing deposits in banks	7,240		81		2.24	%	8,599		107		2.50	%
Investment securities (1), (2)	80,113		1,716		2.99	%	70,641		1,413		2.86	%	Investment securities (1), (2)	85,596		1,041		2.57	%	77,958		1,104		2.96	%
Loans, net (1), (3)	652,019		24,604		5.11	%	607,577		21,855		4.86	%	Loans, net (1), (3)	713,218		16,856		4.81	%	647,673		16,102		5.08	%
Nonmarketable equity securities	2,375		105		5.92	%	2,874		101		4.67	%	Nonmarketable equity securities	2,447		60		4.94	%	2,190		72		6.67	%
Total interest earning assets (1)	754,760		26,708		4.80	%	703,034		23,609		4.55	%	Total interest earning assets (1)	842,649		18,102		4.38	%	750,350		17,496		4.77	%
Cash and due from banks	4,699						4,259						Cash and due from banks	5,359						4,507
Premises and equipment	19,582						14,762						Premises and equipment	20,651						18,281
Other assets	26,619						22,559						Other assets	35,130						25,702
Total assets	$	805,660					$	744,614					Total assets	$	903,789					$	798,840
Average Liabilities and Stockholders' Equity:													Average Liabilities and Stockholders' Equity:
Interest bearing checking accounts	$	157,102	296		0.25	%	$	143,280	148		0.14	%	Interest bearing checking accounts	$	180,975	373		0.42	%	$	153,963	160		0.21	%
Savings/money market accounts	264,472		1,478		0.75	%	258,204		1,009		0.52	%	Savings/money market accounts	299,195		1,176		0.79	%	276,822		1,080		0.79	%
Time deposits	143,439		1,665		1.55	%	112,268		792		0.94	%	Time deposits	146,334		1,012		1.39	%	136,105		1,001		1.48	%
Borrowed funds and other liabilities	39,636		689		2.29	%	43,392		515		1.57	%	Borrowed funds and other liabilities	38,910		257		1.30	%	33,424		383		2.28	%
Total interest bearing liabilities	604,649		4,128		0.91	%	557,144		2,464		0.59	%	Total interest bearing liabilities	665,414		2,818		0.85	%	600,314		2,624		0.88	%
Noninterest bearing deposits	127,077						119,890						Noninterest bearing deposits	155,113						125,224
Other liabilities	6,695						8,199						Other liabilities	9,847						7,152
Total liabilities	738,421						685,233						Total liabilities	830,374						732,690
Stockholders' equity	67,239						59,381						Stockholders' equity	73,415						66,150
Total liabilities and stockholders’ equity	$	805,660					$	744,614					Total liabilities and stockholders’ equity	$	903,789					$	798,840
Net interest income			$	22,580					$	21,145			Net interest income			$	15,284					$	14,872
Net interest spread (1)					3.89	%					3.96	%	Net interest spread (1)					3.53	%					3.89	%
Net interest margin (1)					4.07	%					4.08	%	Net interest margin (1)					3.71	%					4.06	%

__________________


~~(1)~~	~~Average yields reported on a tax equivalent basis using a marginal federal corporate income tax rate of 21%.~~


~~(2)~~	~~Average balances of investment securities are calculated on the amortized cost basis and include nonaccrual securities, if applicable.~~


~~(3)~~	~~Includes loans held for sale as well as nonaccrual loans, unamortized costs and unamortized premiums and is net of the allowance for loan losses.~~

(1)Average yields reported on a tax equivalent basis using a marginal federal corporate income tax rate of 21%.

(2)Average balances of investment securities are calculated on the amortized cost basis and include nonaccrual securities, if applicable.

(3)Includes loans held for sale as well as nonaccrual loans, unamortized costs and unamortized premiums and is net of the allowance for loan losses.

Union Bankshares, Inc. Page 34

Tax exempt interest income amounted to ~~$606~~$669 thousand and ~~$332~~$597 thousand for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~,2019, respectively ~~and $1.8 million~~ and $1.3 million and $1.2 million for the ~~2019~~2020 and ~~2018~~ ~~nine~~2019 six month comparison periods, respectively. The following table presents the effect of tax exempt income on the calculation of net interest income, using a marginal federal corporate income tax rate of 21% for the ~~2019~~2020 and ~~2018~~2019 three and ~~nine~~six month comparison periods:


	For the Three Months Ended June 30,						For The Six Months Ended June 30,
	2020		2019		2020		2019
	(Dollars in thousands)
Net interest income, as presented	$	7,778	$	7,507	$	15,284	$	14,872
Effect of tax-exempt interest
Investment securities	30		23		60		51
Loans	97		102		191		201
Net interest income, tax equivalent	$	7,905	$	7,632	$	15,535	$	15,124

For the Three Months
Ended September 30, For The Nine Months
Ended September 30,
2019 2018 2019 2018
(Dollars in thousands)
Net interest income, as presented $ 7,634
$ 7,009
$ 22,580
$ 21,145
Effect of tax-exempt interest
Investment securities 28
35
79
103
Loans 100
44
301
214
Net interest income, tax equivalent $ 7,762
$ 7,088
$ 22,960
$ 21,462

Rate/Volume Analysis. The following table describes the extent to which changes in average interest rates earned and paid (on a fully tax-equivalent basis) and changes in volume of average interest earning assets and interest bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. For each category of interest earning assets and interest bearing liabilities, information is provided on changes attributable to:

•changes in volume (change in volume multiplied by prior rate);

•changes in rate (change in rate multiplied by prior volume); and

•total change in rate and volume.

Changes attributable to both rate and volume have been allocated proportionately to the change due to volume and the change due to rate.


	Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019 Increase/(Decrease) Due to Change In										Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019 Increase/(Decrease) Due to Change In
	Volume		Rate		Net		Volume		Rate		Net
	(Dollars in thousands)
Interest earning assets:
Federal funds sold and overnight deposits	$	41	$	(80)	$	(39)	$	81	$	(128)	$	(47)
Interest bearing deposits in banks	(1)		(11)		(12)		(16)		(10)		(26)
Investment securities	36		(111)		(75)		104		(167)		(63)
Loans, net	1,155		(790)		365		1,624		(870)		754
Nonmarketable equity securities	5		(9)		(4)		8		(20)		(12)
Total interest earning assets	$	1,236	$	(1,001)	$	235	$	1,801	$	(1,195)	$	606
Interest bearing liabilities:
Interest bearing checking accounts	$	24	$	94	$	118	$	32	$	181	$	213
Savings/money market accounts	87		(36)		51		90		6		96
Time deposits	(2)		(91)		(93)		74		(63)		11
Borrowed funds	29		(141)		(112)		56		(182)		(126)
Total interest bearing liabilities	$	138	$	(174)	$	(36)	$	252	$	(58)	$	194
Net change in net interest income	$	1,098	$	(827)	$	271	$	1,549	$	(1,137)	$	412

Three Months Ended September 30, 2019
Compared to
Three Months Ended September 30, 2018
Increase/(Decrease) Due to Change In
Nine Months Ended September 30, 2019
Compared to
Nine Months Ended September 30, 2018
Increase/(Decrease) Due to Change In
Volume Rate Net Volume Rate Net
(Dollars in thousands)
Interest earning assets:
Federal funds sold and overnight deposits $ (7 ) $ —
$ (7 ) $ —
$ 42
$ 42
Interest bearing deposits in banks (16 ) 6
(10 ) (29 ) 30
1
Investment securities 81
(40 ) 41
223
80
303
Loans, net 350
670
1,020
1,620
1,129
2,749
Nonmarketable equity securities (8 ) —
(8 ) (19 ) 23
4
Total interest earning assets $ 400
$ 636
$ 1,036
$ 1,795
$ 1,304
$ 3,099
Interest bearing liabilities:
Interest bearing checking accounts $ 9
$ 71
$ 80
$ 15
$ 133
$ 148
Savings/money market accounts (33 ) 5
(28 ) 25
444
469
Time deposits 106
198
304
263
610
873
Borrowed funds (17 ) 72
55
(46 ) 220
174
Total interest bearing liabilities $ 65
$ 346
$ 411
$ 257
$ 1,407
$ 1,664
Net change in net interest income $ 335
$ 290
$ 625
$ 1,538
$ (103 ) $ 1,435

Provision for Loan Losses. A provision for loan losses of ~~$150~~$500 thousand and ~~$350~~$800 thousand was recorded for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, compared to $150 thousand and ~~$300~~$200 thousand for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, respectively. The increases in the provision for the three and six month periods resulted from management's adjustment to the economic qualitative factors utilized to estimate the allowance for loan losses due to the economic disruption related to the COVID-19 pandemic impacting Union's borrowers. The provision for loan losses for the first ~~nine~~six months of ~~2019~~2020 was deemed appropriate by management based on the size and mix of the loan portfolio, the level of nonperforming loans, the

Union Bankshares, Inc. Page 35

results of the qualitative factor review and prevailing economic conditions. For further details, see FINANCIAL CONDITION- Allowance for Loan Losses and Asset Quality below.

Noninterest Income. The following table sets forth the components of noninterest income and changes between the three and ~~nine~~six month comparison periods of ~~2019~~2020 and ~~2018:~~2019:


	For The Three Months Ended June 30,													For The Six Months Ended June 30,
	2020		2019		$ Variance		% Variance	2020		2019		$ Variance		% Variance
	(Dollars in thousands)
Trust income	$	178	$	183	$	(5)	(2.7)	$	351	$	351	$	—	—
Service fees	1,284		1,504		(220)		(14.6)	2,781		2,930		(149)		(5.1)
Net gains on sales of loans held for sale	1,227		683		544		79.6	2,039		1,057		982		92.9
Income from Company-owned life insurance	78		55		23		41.8	159		111		48		43.2
Income from mortgage servicing rights, net	40		(1)		41		(4,100.0)	79		(53)		132		(53.1)
Other income	19		24		(5)		(20.8)	48		218		(170)		(78.0)

Net gain on other investments	162		19		143		752.6	38		81		(43)		(53.1)
Net gains on sales of investment securities AFS	—		4		(4)		100.0	11		8		3		37.5
Total noninterest income	$	2,988	$	2,471	$	517	20.9	$	5,506	$	4,703	$	803	17.1

For The Three Months Ended September 30, For The Nine Months Ended September 30,
2019 2018 $ Variance % Variance 2019 2018 $ Variance % Variance
(Dollars in thousands)
Trust income $ 168
$ 195
$ (27 ) (13.8 ) $ 519
$ 579
$ (60 ) (10.4 )
Service fees 1,617
1,568
49
3.1
4,547
4,538
9
0.2
Net gains on sales of loans held for sale 824
596
228
38.3
1,881
1,322
559
42.3
Income from Company-owned life insurance 89
64
25
39.1
200
432
(232 ) (53.7 )
Other income 34
29
5
17.2
199
204
(5 ) (2.5 )
Net gains on sales of investment securities AFS —
—
—
100.0
8
—
8
100.0
Total noninterest income $ 2,732
$ 2,452
$ 280
11.4
$ 7,354
$ 7,075
$ 279
3.9

The significant changes in noninterest income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the same periods of ~~2018~~2019 are described below:

~~Trust income.~~•Service fees. The ~~decrease in trust~~Company's service fee income ~~in both comparison periods is primarily~~has been reduced as customers have managed account balances due to receipt of government stimulus money and general lack of spending opportunities due to the absence of income from the Company's defined benefit pension plan during 2019 as a result of the termination of the plan and settlement of the plan's assets and liabilities in the fourth quarter of 2018.

~~Service fees.~~economic disruption caused by COVID-19. Service fees ~~increased $49~~decreased $220 thousand for the three months ended ~~September~~June 30, ~~2019,~~2020, compared to the same period of ~~2018~~2019 due to ~~increases~~decreases of ~~$40 thousand in ATM network income, $22~~$138 thousand in overdraft fee income, ~~and $21~~$14 thousand in ~~loan servicing fees. These increases were partially offset by a reduction of $23~~service charge fees and $70 thousand in ~~credit card~~other fee ~~income as the Company sold its corporate credit card portfolio during the fourth quarter of 2018.~~income. Service fees decreased $9$149 thousand for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 primarily due to a reduction in service charge and overdraft fee income on customer accounts of ~~$45~~$130 thousand and a decrease of $57 thousand in other fee income partially offset by an increase in ~~ATM network~~loan service fee income of ~~$62~~$34 thousand.

•Net gains on sales of loans held for sale. Continuing the Company's strategy to mitigate long-term interest rate risk, residential loans totaling ~~$44.7~~$55.4 million and ~~$101.3~~$97.9 million were sold during the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, versus sales of ~~$33.8~~$35.2 million and ~~$83.2~~$56.7 million during the same periods in ~~2018,~~2019, respectively. The increase in net gains on sales of real estate loans is reflective of increases in volumes of loans sold and ~~a declining rate environment~~higher premiums obtained on those sales during the first ~~nine~~six months of ~~2019~~2020 compared to ~~a rising rate environment during the~~ same period of ~~2018.~~

2019.

•Income from Company-owned life insurance. The Company purchased $3.0 million of company owned life insurance covering select officers of Union during the third quarter of 2019, resulting in increased income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019. Although~~2020.

•Income from mortgage serving rights. Income from mortgage servicing rights derives from servicing rights acquired through the ~~new policies contributed~~sale of loans where servicing is retained. Capitalized servicing rights are initially recorded at fair value and amortized in proportion to, ~~noninterest~~and over the period of, the future estimate of servicing the underlying mortgages. The increase in the volume of sales of residential loans as discussed above has resulted in increased income from mortgage servicing rights for the ~~nine~~three and six months ended ~~September~~June 30, ~~2019, proceeds from~~2020 compared to the ~~death benefit on an insurance policy on the life of a former director resulted~~same periods in ~~$252 thousand of additional income during the first quarter of 2018 that did not recur in~~ 2019.

•Other income. Other income for the ~~nine~~six months ended ~~September~~June 30, 2019 included $131 thousand in prepayment penalties from the early payoff of commercial loans and $50 thousand related to oil and gas ~~income. Other~~ income, which were not repeated in the first quarter of 2020.

•Net gain on other investments. Participants in the 2006 Executive Nonqualified Excess Plan elect to defer receipt of current compensation from the Company or its subsidiary and select designated reference investments consisting of investment funds. The performance of those funds, over which the Company has no control, resulted in net gains of $38 thousand for the ~~nine~~six month period ended June 30, 2020 compared to net gains of $81 thousand for the same period in 2019. Net losses on the underlying assets of $121 thousand were recognized for the three months ended ~~September~~March 31, 2020 due to stock market

Union Bankshares, Inc. Page 36

performance that rebounded during the second quarter of 2020 resulting in net gains of $162 thousand for the three months ended June 30, ~~2018 included a gain on~~2020 compared to net gains of $19 thousand for the ~~sale of a bank owned branch building of $191 thousand.~~

same period last year.

Noninterest Expense. The following table sets forth the components of noninterest expense and changes between the three and ~~nine~~six month comparison periods ended ~~September~~June 30, ~~2019~~2020 and ~~2018:~~2019:


	For The Three Months Ended September 30,									For The Nine Months Ended September 30,										For The Three Months Ended June 30,													For The Six Months Ended June 30,
	2019		2018		$ Variance			% Variance		2019		2018		$ Variance			% Variance			2020		2019		$ Variance		% Variance	2020		2019		$ Variance		% Variance
	(Dollars in thousands)																			(Dollars in thousands)
Salaries and wages	$	3,072	$	2,745	$	327		11.9		$	8,773	$	8,008	$	765		9.6		Salaries and wages	$	2,829	$	2,903	$	(74)	(2.5)	$	5,950	$	5,701	$	249	4.4
Employee benefits	1,043		1,144		(101		)	(8.8	)	3,097		3,299		(202		)	(6.1	)	Employee benefits	1,231		1,062		169		15.9	2,213		2,061		152		7.4
Occupancy expense, net	428		338		90			26.6		1,287		1,069		218			20.4		Occupancy expense, net	477		421		56		13.3	991		859		132		15.4
Equipment expense	625		528		97			18.4		1,764		1,574		190			12.1		Equipment expense	756		574		182		31.7	1,496		1,139		357		31.3
Legal and professional fees	206		234		(28		)	(12.0	)	652		609		43			7.1		Legal and professional fees	196		207		(11)		(5.3)	424		446		(22)		(4.9)
FDIC insurance assessment	5		86		(81		)	(94.2	)	233		247		(14		)	(5.7	)	FDIC insurance assessment	96		112		(16)		(14.3)	207		228		(21)		(9.2)
ATM network and debit card expense	214		187		27			14.4		612		503		109			21.7
Other loan related expenses																			Other loan related expenses	81		67		14		20.9	146		115		31		27.0
Vermont franchise tax																			Vermont franchise tax	182		167		15		9.0	359		331		28		8.5
Advertising and public relations																			Advertising and public relations	134		128		6		4.7	252		218		34		15.6
Electronic banking expenses																			Electronic banking expenses	84		74		10		13.5	162		141		21		14.9
Printing and supplies																			Printing and supplies	79		101		(22)		(21.8)	164		190		(26)		(13.7)
Travel and entertainment																			Travel and entertainment	25		46		(21)		(45.7)	50		68		(18)		(26.5)
Other expenses	1,408		1,263		145			11.5		3,903		3,646		257			7.0		Other expenses	941		938		3		0.3	1,869		1,830		39		2.1
Total noninterest expense	$	7,001	$	6,525	$	476		7.3		$	20,321	$	18,955	$	1,366		7.2		Total noninterest expense	$	7,111	$	6,800	$	311	4.6	$	14,283	$	13,327	$	956	7.2

The significant changes in noninterest expense for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to the same periods ~~of 2018~~in 2019 are described below:

•Salaries and wages. Salaries and wages ~~increased $327~~are recorded net of deferred loan originations costs of $388 thousand and ~~$765~~$397 thousand for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively. Deferred loan origination costs are recorded as a reduction in salaries expense at the time of loan origination. The origination of PPP loans during the second quarter of 2020 resulted in an increase of these deferred costs of $334 thousand for the three and six months ended June 30, 2020. The reduction in salaries and wages related to deferred loan origination costs was offset by an increase in gross wages of $313 thousand and $646 thousand for the three and six months ended June 30, 2020, respectively ~~compared to the same periods of~~ ~~2018~~ ~~primarily~~ due to increases in commissions earned by mortgage loan originators, annual salary adjustments, and an increase in accrual amounts for the annual incentive plan payments. ~~Also,~~

•Employee benefits. Employee benefit expense increased $169 thousand for the ~~number of full time equivalent employees has increased from 194 at September~~three months ended June 30, ~~2018~~2020 compared to ~~205 as of September 30,~~the same period in 2019 due to ~~the addition of new branch locations.~~

~~Employee benefits.~~ ~~The decreases~~a $150 thousand net increase in employee ~~benefits for the comparison periods noted above is primarily due to amounts~~benefit expenses related to the valuation adjustment of the underlying assets supporting the 2006 Non-Qualified Excess Plan and increases in payroll taxes and 401k plan contributions of $46 thousand, partially offset by a reduction in the Company's ~~terminated defined~~cost for group health insurance of $26 thousand. Employee benefits increased $152 thousand for the the six months ended June 30, 2020 due to increases of $65 thousand in payroll taxes, $88 thousand in 401k plan contributions and $34 thousand in the cost of group health insurance, partially offset by a $35 thousand net decrease in employee benefit ~~pension plan~~expenses related to the 2006 Non-Qualified Excess Plan.

•Occupancy expense, net. In May 2020, the Company moved forward with the planned closure of ~~$169~~two full service branches. These closures were not a result of COVID-19. One of the branch closures was a leased property with respect to which a loss on the disposal of leasehold improvements of $34 thousand ~~and $508 thousand~~was recorded for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018, respectively, that did not recur~~2020. Also, increases in ~~2019. Increases in the Company's medical and dental plan costs~~property taxes of ~~$69~~$31 thousand and ~~$214~~$61 thousand for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, ~~and increases of $15 thousand and $35 thousand in 401k contributions~~were incurred for the ~~same time periods, respectively, partially offset the reduction in expenses from the former defined benefit pension plan.~~

~~Occupancy expense, net.~~ ~~Occupancy expenses increased~~ ~~for the three and nine months ended September 30, 2019~~ ~~due to increases in depreciation expense, utilities, and repairs and maintenance. These increases are primarily due to our branch expansion projects with the opening of~~ two new full service branches opened in ~~Vermont and a loan production office in New Hampshire since September 30, 2018.~~

2019.

•Equipment expense. Equipment expenses increased during the comparison periods due to increases of ~~$58~~$115 thousand and ~~$94~~$239 thousand in depreciation expense, ~~and $34~~$29 thousand and ~~$95~~$73 thousand in software license and maintenance costs, and $35 thousand and $56 thousand in equipment rent and service contracts for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019.~~

~~Legal and professional fees.~~ ~~Legal and professional fees decreased~~ ~~$28 thousand~~ ~~and increased $43 thousand for the three and nine months ended September 30, 2019,~~2020, respectively, compared to the same periods ~~in 2018.~~last year.

Union Bankshares, Inc. Page 37

•Legal and professional fees. During ~~2018,~~2019, additional consultants were engaged ~~to assist with a compensation and benefit analysis that did not recur in 2019. This reduction in expense during the third quarter was more than offset by consultants engaged to assist~~for assistance with internal audits, employment searches, and other advisory services ~~throughout 2019 resulting~~that have not been necessary in ~~an increase in expenses year over year.~~

2020.

•FDIC insurance assessment. The ~~FDIC awarded~~deposit insurance assessment ~~credits to banks having total consolidated assets of less than $10 billion,~~rate for the portion of their assessments that contributed to the growth in the Deposit Insurance Reserve Ratio. Union was awarded a credit in the amount of $179 thousand, of which $110 thousand was utilized in the third quarter of 2019. Application of this credit resulted in a reduction in expenseCompany decreased for the three and ~~nine~~six months ended ~~September~~June 30, 2020 compared to the 2019 comparison periods, resulting in lower expense despite higher net average assets.

•Other loan related expenses. Other loan related expenses consist of other costs incurred for originating and servicing loans such as insurance and property tax tracking expenses, credit report fees, and other real estate closing costs. These expenses for the three and six months ended June 30, 2020 have increased compared to the same periods in ~~2018.~~2019 due to the increase in loan volumes throughout the Company's market areas.

•Vermont franchise tax. The ~~benefit~~Vermont franchise tax is determined based on a quarterly tax rate applied to the Company's average balance of Vermont customer deposit balances. The tax rate has remained unchanged for the ~~credit was partially offset by~~comparison periods, however the average balances in Vermont deposit accounts increased for the three and six months ended June 30, 2020 resulting in an increase in expense.

•Advertising and public relations. Advertising and public relations costs increased for the ~~amount of the assessments for 2019~~three and six months ended June 30, 2020 due to ~~an increase~~the creation of new media campaigns which include a new brand anthem. Also, advertising costs increased during the comparison periods due to the branch expansion initiatives in ~~the assessment factor as well as an increase in average assets to which the factor is applied.~~

Chittenden County, Vermont.

~~ATM network and debit card~~•Electronic banking expense. ~~Debit card~~ Electronic banking expenses increased ~~$27~~$10 thousand and ~~$109~~$21 thousand for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, compared to the same periods in ~~2018. Expenses related~~2019 due to ~~the redemption of reward points customers earned on signature based debit card transactions increased $20 thousand and $53 thousand for~~

~~the three and nine months ended September 30, 2019 compared to the same periods in 2018. Additionally,~~ changes in services with ATM and debit card service ~~providers during~~providers.

•Printing and supplies. Printing and supplies expense decreased for the ~~first quarter of 2019 have resulted~~comparison periods primarily due to the economic disruption caused by COVID-19. Branch lobbies were closed to customers for approximately two months and several employees were working remotely resulting in ~~increases in~~less demand for operational supplies.

•Travel and entertainment. Travel and entertainment expenses ~~of $6 thousand and $56 thousand~~decreased for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019, respectively.~~

~~Other expenses.~~ ~~Other expenses increased~~ ~~$145 thousand~~ ~~and $257 thousand for the three and nine months ended September 30, 2019, respectively,~~2020 compared to the same periods in ~~2018. Union's Vermont franchise tax, which is assessed based on average customer deposit balances, increased $16 thousand~~2019 primarily due to the economic disruption caused by COVID-19. The Company suspended business travel and ~~$42 thousand~~intercompany travel between locations for the ~~three and nine months ended September 30, 2019, respectively, compared to~~majority of the ~~same periods in~~ ~~2018~~. As expected, advertising costs and printing costs increased during the comparison periods for expenses related to the new branch locations. These expenses increased $85 thousand and $99 thousand for the three and nine months ended September 30, 2019 compared to the same periods in ~~2018. The remaining variances between the comparison periods is comprised~~second quarter of ~~smaller dollar changes in various miscellaneous expense categories.~~

2020.

Provision for Income Taxes. The Company has provided for current and deferred federal income taxes for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~September 30, 2018.~~2019. The Company's net provision for income taxes was ~~$477~~$487 thousand and ~~$1.4 million~~$843 thousand for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, compared to ~~$475~~$498 thousand and ~~$1.5 million~~$897 thousand for the same periods in ~~2018,~~2019, respectively. The Company's effective federal corporate income tax rate was ~~15.2%~~14.9% and ~~14.7%~~14.4% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, compared to ~~17.0%~~15.8% and ~~16.0%~~14.4% for the same periods in ~~2018,~~2019, respectively. The decrease in the effective federal corporate income tax rate during the comparison periods is due to increases in tax exempt income and tax benefits received from limited partnership investments as discussed below.

Amortization expense related to limited partnership investments is included as a component of tax expense and amounted to ~~$211~~$188 thousand and ~~$534~~$376 thousand for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, and ~~$159~~$161 thousand and ~~$428~~$323 thousand for the same periods in ~~2018,~~2019, respectively. These investments provide tax benefits, including tax credits. Low income housing tax credits with respect to limited partnership investments are also included as a component of income tax expense and amounted to ~~$220~~$195 thousand and ~~$554~~$390 thousand for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively, and ~~$178~~$167 thousand and ~~$475~~$334 thousand for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, respectively.

FINANCIAL CONDITION

At ~~September~~June 30, ~~2019~~,2020, the Company had total consolidated assets of ~~$844.9~~$917.1 million,, including gross loans and loans held for sale (total loans) of ~~$671.5~~$736.2 million,, deposits of ~~$716.7~~$819.5 million,, borrowed funds of ~~$47.2~~$9.5 million and stockholders' equity of ~~$70.6 million~~.$75.8 million. The Company’s total assets at ~~September~~June 30, ~~2019~~2020 increased ~~$39.6~~$44.2 million,, or ~~4.9%~~5.1%, from ~~$805.3~~$872.9 million at December 31, ~~2018~~,2019, and increased ~~$65.2~~$143.2 million,, or ~~8.4%~~18.5%, compared to ~~September~~June 30, ~~2018~~.2019.

Net loans and loans held for sale increased ~~$26.1~~$55.9 million, or ~~4.1%~~8.3%, to ~~$666.7~~$728.5 million,, or ~~78.9%~~79.4% of total assets at ~~September~~June 30, ~~2019~~,2020, compared to ~~$640.6~~$672.6 million,, or ~~79.5%~~77.1% of total assets at December 31, ~~2018~~.2019. (See Loans Held for Sale and Loan Portfolio below.)

Total deposits increased ~~$10.0~~$75.5 million,, or ~~1.4%~~10.1%, to ~~$716.7~~$819.5 million at ~~September~~June 30, ~~2019~~,2020, from ~~$706.8~~$744.0 million at December 31, ~~2018~~.2019. There were increases in ~~time deposits of $30.8 million, or 23.8%, and~~ noninterest bearing deposits of ~~$4.3~~$52.3 million, or ~~3.2%~~38.3%, and interest bearing deposits of $25.6 million, or 5.6%, which ~~was~~were partially offset by a decrease in ~~interest bearing~~time deposits of ~~$25.1~~$2.4 million, or ~~5.6%~~1.6%. (See average balances and rates in the Yields Earned and Rates Paid table on pages 3033 and ~~31.~~34.)

Total borrowed funds ~~increased~~ ~~$19.3~~decreased $37.7 million,, or ~~69.5%~~79.9%, from ~~$27.8~~$47.2 million at December 31, ~~2018~~2019 to ~~$47.2~~$9.5 million at ~~September~~June 30, ~~2019. FHLB advances increased $19.7 million, while customer overnight collateralized repurchase sweeps decreased $370 thousand between~~ ~~December 31, 2018~~ ~~and~~ ~~September 30, 2019~~.2020. (See Borrowings on page ~~40.~~44.)

Union Bankshares, Inc. Page 38

Total stockholders’ equity increased ~~$6.1~~$3.9 million to ~~$70.6~~$75.8 million at ~~September~~June 30, ~~2019~~2020 from ~~$64.5~~$71.8 million at December 31, ~~2018~~.2019. (See Capital Resources on page ~~42.~~45.)

Loans Held for Sale and Loan Portfolio. Total loans (including loans held for sale) increased ~~$26.1~~$58.5 million, or ~~4.0%~~8.6%, to ~~$671.5~~$736.2 million, representing ~~79.5%~~80.3% of assets at ~~September~~June 30, ~~2019~~,2020, from ~~$645.4~~$677.7 million, representing ~~80.1%~~77.6% of assets at December 31, ~~2018~~.2019. The total loan portfolio at ~~September~~June 30, ~~2019~~2020 increased ~~$27.8~~$121.7 million compared to the ~~September~~June 30, ~~2018~~2019 level of ~~$643.7~~$614.5 million,, representing ~~82.6%~~79.4% of assets. The Company’s loans consist primarily of adjustable-rate and fixed-rate mortgage loans secured by one-to-four family, multi-family residential or commercial real estate. Real estate secured loans represented ~~$553.7~~$586.3 million,, or ~~82.5%~~79.6% of total loans at ~~September~~June 30, ~~2019~~2020 and ~~$522.0~~$559.1 million,, or ~~80.9%~~82.5% of total loans at December 31, ~~2018. Although competition for good~~2019. The Company originated 668 PPP loans ~~is strong, especially~~totaling $68.5 million classified as commercial loans as of June 30, 2020. Changes in the composition of the Company's loan portfolio from December 31, 2019 (see table below) resulted from the increase in the commercial ~~sector,~~portfolio related to PPP loan originations, the ~~Company has been able~~increase in the volume of residential loans originated for sale to ~~originate~~the secondary market, the decrease in the outstanding balance of construction loans ~~to both current~~ and ~~new customers while maintaining credit quality. The composition~~the decrease in the municipal portfolio reflecting the one day seasonal fluctuations from municipalities and school districts paying down their short term loans as of ~~the Company’s loan portfolio remained relatively~~

~~unchanged from December 31, 2018.~~their June 30 fiscal year end. There was no material change in the Company’s lending programs or terms during the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

The composition of the Company's loan portfolio as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019 was as follows:


	June 30, 2020					December 31, 2019
Loan Class	Amount		Percent	Amount		Percent
	(Dollars in thousands)
Residential real estate	$	181,957	24.7	$	192,125	28.4
Construction real estate	46,708		6.3	69,617		10.3
Commercial real estate	314,048		42.7	289,883		42.8
Commercial	115,464		15.7	47,699		7.0
Consumer	3,188		0.4	3,562		0.5
Municipal	31,293		4.3	67,358		9.9
Loans held for sale	43,550		5.9	7,442		1.1
Total loans	736,208		100.0	677,686		100.0
Allowance for loan losses	(6,888)			(6,122)
Unamortized net loan (fees) costs	(821)			1,043
Net loans and loans held for sale	$	728,499		$	672,607

September 30, 2019 December 31, 2018
Loan Class Amount Percent Amount Percent
(Dollars in thousands)
Residential real estate $ 192,617
28.7 $ 187,320
29.0
Construction real estate 63,245
9.4 55,322
8.6
Commercial real estate 284,271
42.4 276,500
42.8
Commercial 44,536
6.6 47,228
7.3
Consumer 3,566
0.5 3,241
0.5
Municipal 69,681
10.4 72,850
11.3
Loans held for sale 13,561
2.0 2,899
0.5
Total loans 671,477
100.0 645,360
100.0
Allowance for loan losses (5,808 ) (5,739 )
Unamortized net loan costs 988
938

Net loans and loans held for sale $ 666,657
$ 640,559

The Company originates and sells qualified residential mortgage loans in various secondary market avenues, with a majority of sales made to the FHLMC/Freddie Mac, generally with servicing rights retained. At ~~September~~June 30, ~~2019~~,2020, the Company serviced a ~~$745.9~~$779.7 million residential real estate mortgage portfolio, of which ~~$13.6~~$43.6 million was held for sale and approximately ~~$539.7~~$554.2 million was serviced for unaffiliated third parties.

During the first ~~nine~~six months of ~~2019,~~2020, the Company sold ~~$101.3~~$97.8 million of qualified residential real estate loans to the secondary market to mitigate long-term interest rate risk and to generate fee income, compared to sales of ~~$83.2~~$56.7 million during the first ~~nine~~six months of ~~2018~~. 2019. Residential mortgage loan origination activity was strong during the second quarter of 2020, reflecting the low interest rate environment resulting from the FOMC target rate reductions in March in response to the COVID-19 emergency. The Company originates and sells FHA, VA, and RD residential mortgage loans, and also has an Unconditional Direct Endorsement Approval from HUD which allows the Company to approve FHA loans originated in any of its Vermont or New Hampshire locations without needing prior HUD underwriting approval. The Company sells FHA, VA and RD loans as originated with servicing released. Some of the government backed loans qualify for zero down payments without geographic or income restrictions. These loan products increase the Company's ability to serve the borrowing needs of residents in the communities served, including low and moderate income borrowers, while the government guaranty mitigates the Company's exposure to credit risk.

The Company also originates commercial real estate and commercial loans under various SBA, USDA and State sponsored programs ~~that~~which provide a government agency guaranty for a portion of the loan amount. There was ~~$4.6~~$72.8 million guaranteed under these various programs at ~~September~~June 30, ~~2019~~2020 on an aggregate balance of ~~$5.9~~$74.1 million in subject loans. This includes the $68.5 million of PPP loans that are guaranteed 100% by SBA. The Company occasionally sells the guaranteed portion of ~~the~~a loan to other financial ~~partners~~institutions and retains servicing rights, which generates fee income. There were $131 thousand in commercial

Union Bankshares, Inc. Page 39

loans sold in the first six months of 2020 and no commercial loans sold in the first ~~nine~~six months of ~~2019 or 2018.~~2019. The Company recognizes gains and losses on the sale of the principal portion of these loans as they occur.

The Company serviced ~~$22.8~~$23.9 million of commercial and commercial real estate loans for unaffiliated third parties as of ~~September~~June 30, ~~2019~~.2020. This ~~includes~~ ~~$21.1~~included $22.0 million of commercial or commercial real estate loans the Company ~~has~~had participated out to other financial ~~institutions,~~institutions. These loans were participated in the ordinary course of business on a nonrecourse basis, for liquidity or credit concentration management purposes.

The Company capitalizes MSRs for all loans sold with servicing ~~retained and recognizes gains and losses on the sale of the principal portion of these loans as they occur.~~retained. The unamortized balance of MSRs on loans sold with servicing retained was ~~$1.6~~$1.8 million at ~~September~~June 30, ~~2019~~,2020, with an estimated market value in excess of the carrying value as of such date. Management periodically evaluates and measures the servicing assets for impairment.

Qualifying residential first mortgage loans and certain commercial real estate loans with a carrying value of ~~$207.8~~$230.4 million were pledged as collateral for borrowings from the FHLB under a blanket lien at ~~September~~June 30, ~~2019.~~2020.

Asset Quality. The Company, like all financial institutions, is exposed to certain credit risks, including those related to the value of the collateral that secures its loans and the ability of borrowers to repay their loans. Consistent application of the Company’s conservative loan policies has helped to mitigate this risk and has been prudent for both the Company and its customers. Renewed market volatility, high unemployment rates or weakness in the general economic condition of the country or our market area, may have a negative effect on our customers’ ability to make their loan payments on a timely basis and/or on underlying collateral values. Management closely monitors the Company’s loan and investment portfolios, OREO and OAO for potential problems and reports to the Company’s and Union’s Board at regularly scheduled meetings. Board approved policies set forth portfolio diversification levels to mitigate concentration risk and the Company participates large credits out to other financial institutions to further mitigate that risk.

As a result of the current economic environment caused by the COVID-19 pandemic, numerous industries and individuals have and will continue to experience adverse impacts which may affect our borrowers’ ability to make their loan payments on a timely basis. The Company’s management is focused on the impact that the COVID-19 economic disruption may have on its borrowers and closely monitors industry and geographic concentrations, specifically the impact on the region's tourist and restaurant industries. As a result of the economic disruption including government mandated business shutdowns and curtailed re-openings, the nationwide unemployment rate was reported at 11.1% for June 2020 compared to 3.7% for June 2019. The Vermont unemployment rate was reported at 9.4% for June 2020 compared to 2.1% for June 2019 and the New Hampshire unemployment rate was 11.8% for June 2020 compared to 2.5% for June 2019. Management will continue to monitor the national, regional and local economic environment in relation to the COVID-19 crisis and its impact on unemployment, business outlook and real estate values in the Company’s market area.

Repossessed assets, nonaccrual loans, and loans or investments that are 90 days or more past due are considered to be nonperforming assets. The following table shows the composition of nonperforming assets at the dates indicated and trends in certain ratios monitored by the Company's management in reviewing asset quality:


	September 30, 2019			December 31, 2018			September 30, 2018				June 30, 2020			December 31, 2019			June 30, 2019
	(Dollars in thousands)										(Dollars in thousands)
Nonaccrual loans	$	723		$	816		$	1,069		Nonaccrual loans	$	2,357		$	2,323		$	834
Accruing loans 90+ days delinquent	1,232			1,140			352			Accruing loans 90+ days delinquent	861			1,179			737

Total nonperforming assets (1)	$	1,955		$	1,956		$	1,421		Total nonperforming assets (1)	$	3,218		$	3,502		$	1,571
ALL to loans not held for sale	0.88		%	0.89		%	0.88		%	ALL to loans not held for sale	0.99		%	0.91		%	0.94		%
ALL to nonperforming loans	297.08		%	293.40		%	394.79		%	ALL to nonperforming loans	214.05		%	174.81		%	361.30		%
Nonperforming loans to total loans	0.29		%	0.30		%	0.22		%	Nonperforming loans to total loans	0.44		%	0.52		%	0.26		%
Nonperforming assets to total assets	0.23		%	0.24		%	0.18		%	Nonperforming assets to total assets	0.35		%	0.40		%	0.20		%
Delinquent loans (30 days to nonaccruing) to total loans	0.77		%	1.41		%	0.59		%	Delinquent loans (30 days to nonaccruing) to total loans	0.77		%	1.35		%	0.66		%
Net charge-offs (annualized) to average loans not held for sale	0.06		%	0.02		%	0.02		%	Net charge-offs (annualized) to average loans not held for sale	0.01		%	0.06		%	0.08		%

____________________


~~(1)~~	~~The Company had guarantees of U.S. or state government agencies on certain of the above nonperforming loans totaling~~ ~~$286 thousand~~ at ~~September 30, 2019~~, ~~$114 thousand~~ at ~~December 31, 2018, and~~ ~~$121 thousand~~ at ~~September 30, 2018~~.

(1)The Company had guarantees of U.S. or state government agencies on certain of the above nonperforming loans totaling $181 thousand at June 30, 2020, $286 thousand at December 31, 2019, and $200 thousand at June 30, 2019.

The level of nonaccrual loans ~~decreased$93~~increased $34 thousand,, or ~~11.4%~~1.5%, since December 31, ~~2018~~,2019, and accruing loans delinquent 90 days or more ~~increased$92~~decreased $318 thousand,, or ~~8.1%~~27.0%, during the same time period. There ~~were three~~was one residential real estate ~~loans~~loan totaling ~~$207 thousand and three commercial real estate loans totaling $137~~$50 thousand in process of foreclosure at ~~September~~June 30, ~~2019~~.2020. In April 2020, the State of Vermont issued a temporary moratorium on foreclosure actions until the end of the COVID-19 emergency period. The aggregate interest income not recognized on nonaccrual loans approximated ~~$1.2 million~~$331 thousand as of ~~September~~June 30, ~~2019~~2020 and ~~$1.3 million~~$271 thousand as of December 31, ~~2018 and September 30, 2018.~~2019.

~~At September 30, 2019, the~~

Union Bankshares, Inc. Page 40

The Company had loans rated substandard that were on performing status totaling ~~$1.8~~$1.8 million, at June 30, 2020 compared to ~~$2.0~~$1.7 million at December 31, ~~2018.~~2019. In management's view, substandard loans represent a higher degree of risk of becoming nonperforming loans in the future. The Company’s management is focused on the impact that the economy may have on its borrowers and closely monitors industry and geographic concentrations for evidence of financial problems. The region's tourist industry has seen successful results for all tourist seasons throughout the year for over two years. Improvement in local economic indicators have also been identified during this time period. The unemployment rate has stabilized in Vermont and was 2.2% for September 2019 compared to 2.9% for September 2018. The New Hampshire unemployment rate was ~~2.5%~~ ~~for September 2019 compared to 2.7% for September 2018. These rates compare favorably with the nationwide unemployment rate of 3.5% and~~ ~~3.7%~~, respectively, for the comparable periods. Management will continue to monitor the national, regional and local economic environment and its impact on unemployment, business outlook and real estate values in the Company’s market area.

On occasion, the Company acquires residential or commercial real estate properties through or in lieu of loan foreclosure. These properties are held for sale and are initially recorded as OREO at fair value less estimated selling costs at the date of the Company’s acquisition of the property, with fair value based on an appraisal for more significant properties and on a broker’s price opinion for less significant properties. Holding costs and declines in the fair value of properties acquired are expensed as incurred. Declines in the fair value after acquisition of the property result in charges against income before tax. The Company evaluates each OREO property at least quarterly for changes in the fair value. The Company had no properties classified as OREO at ~~September~~June 30, ~~2019, September~~2020, June 30, ~~2018~~2019 or December 31, ~~2018~~.2019.

Allowance for Loan Losses. Some of the Company’s loan customers ultimately do not make all of their contractually scheduled payments, requiring the Company to charge off a portion or all of the remaining principal balance due. The Company maintains an ALL to absorb such losses. The ALL is maintained at a level believed by management to be appropriate to absorb probable

credit losses inherent in the loan portfolio as of the evaluation date; however, actual loan losses may vary from current estimates. The Company's policy and methodologies for establishing the ALL, described in the Company's ~~2018~~2019 Annual Report did not change during the first ~~nine~~six months of ~~2019~~.2020.

Due to the economic disruption currently impacting our borrowers, the economic qualitative reserve factor assigned to each loan portfolio in the ALL estimate was increased 15 bps during the first six months of 2020 to incorporate the current economic implications and rising unemployment resulting from the COVID-19 pandemic.

Impaired loans, including ~~$3.0~~$3.2 million of TDR loans, were ~~$5.4~~$5.5 million at ~~September~~June 30, ~~2019~~,2020, with government guaranties of ~~$592~~$553 thousand and a specific reserve amount allocated of ~~$225 thousand~~.$130 thousand. Impaired loans, including ~~$3.3~~$2.9 million of TDR loans, were ~~$4.4~~$5.2 million at December 31, ~~2018~~,2019, with government guaranties of ~~$641~~$587 thousand and a specific reserve amount allocated of ~~$66~~$196 thousand. Based on management's evaluation of the Company's historical loss experience on substandard commercial loans, commercial loan relationships with aggregate balances greater than $500 thousand are evaluated individually for impairment, with a specific reserve allocated when warranted. Commercial loans with balances under this threshold are collectively evaluated for impairment as a homogeneous pool of loans, unless such loans are subject to a restructuring agreement or have been identified as impaired as part of a larger customer relationship. The specific reserve amount allocated to individually identified impaired loans ~~increased~~ ~~$159~~decreased $66 thousand as a result of the ~~September~~June 30, ~~2019~~2020 impairment ~~evaluation primarily due to the addition of a commercial loan relationship during the third quarter.~~evaluation.

The following table reflects activity in the ALL for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~:2019:


	For the Three Months Ended June 30,						For The Six Months Ended June 30,
	2020		2019		2020		2019
	(Dollars in thousands)
Balance at beginning of period	$	6,391	$	5,572	$	6,122	$	5,739
Charge-offs	(3)		(52)		(57)		(273)
Recoveries	—		6		23		10
Net charge-offs	(3)		(46)		(34)		(263)
Provision for loan losses	500		150		800		200
Balance at end of period	$	6,888	$	5,676	$	6,888	$	5,676

Union Bankshares, Inc. Page 41

For the Three Months
Ended September 30, For The Nine Months
Ended September 30,
2019 2018 2019 2018
(Dollars in thousands)
Balance at beginning of period $ 5,676
$ 5,553
$ 5,739
$ 5,408
Charge-offs (18 ) (106 ) (291 ) (115 )
Recoveries —
13
10
17
Net charge-offs (18 ) (93 ) (281 ) (98 )
Provision for loan losses 150
150
350
300
Balance at end of period $ 5,808
$ 5,610
$ 5,808
$ 5,610

The following table (net of loans held for sale) shows the internal breakdown by risk component of the Company's ALL and the percentage of loans in each category to total loans in the respective portfolios at the dates indicated:


	June 30, 2020					December 31, 2019
	Amount		Percent	Amount		Percent
	(Dollars in thousands)
Residential real estate	$	1,590	26.3	$	1,392	28.7
Construction real estate	594		6.7	774		10.4
Commercial real estate	3,832		45.3	3,178		43.3
Commercial	491		16.7	394		7.1
Consumer	23		0.5	23		0.5
Municipal	79		4.5	76		10.0
Unallocated	279		—	285		—
Total	$	6,888	100.0	$	6,122	100.0

September 30, 2019 December 31, 2018
Amount Percent Amount Percent
(Dollars in thousands)
Residential real estate $ 1,409
29.3 $ 1,368
29.2
Construction real estate 689
9.6 617
8.6
Commercial real estate 3,167
43.2 2,933
43.0
Commercial 326
6.8 354
7.4
Consumer 25
0.5 23
0.5
Municipal 78
10.6 82
11.3
Unallocated 114
— 362
—
Total $ 5,808
100.0 $ 5,739
100.0

Notwithstanding the categories shown in the table above or any specific allocation under the Company's ALL methodology, all funds in the ALL are available to absorb loan losses in the portfolio, regardless of loan category or specific allocation.

~~There were no changes to the reserve factors assigned to any of the loan portfolios based on the qualitative factor reviews performed during~~ ~~the first nine months~~ of ~~2019~~. Management believes, in its best estimate, that the ALL at ~~September~~June 30, ~~2019~~2020 is appropriate to cover probable credit losses inherent in the Company’s loan portfolio as of such date. However, there can be no assurance that the Company will not sustain losses in future periods which could be greater than the size of the ALL at ~~September~~June 30, ~~2019~~.2020. In addition, our banking regulators, as an integral part of their examination process, periodically review our ALL. Such agencies may require us to recognize adjustments to the ALL based on their judgments about information available to them at the time of their examination. A large adjustment to the ALL for losses in future periods could require increased provisions to replenish the ALL, which could negatively affect earnings. ~~Management continues to be cautiously optimistic about the collectability of the Company's loan portfolio.~~

Investment Activities. During the first ~~nine~~six months of ~~2019,~~2020, investment securities classified as AFS ~~increased $11.9~~decreased $2.0 million to ~~$85.3~~$85.4 million, comprising ~~10.1%~~9.3% of total assets, compared to ~~$73.4~~$87.4 million, or ~~9.1%~~10.0% of total assets at December 31, ~~2018.~~2019. Net unrealized gains for the Company’s AFS investment securities portfolio were ~~$1.5~~$3.4 million as of ~~September~~June 30, ~~2019~~,2020, compared to net unrealized ~~losses~~gains of ~~$1.3~~$1.2 million as of December 31, ~~2018~~.2019. The Company’s accumulated OCI component of stockholders’ equity at ~~September~~June 30, ~~2019~~2020 reflected cumulative net unrealized gains on investment securities of ~~$1.2~~$2.7 million. There were no securities classified as HTM at ~~September~~June 30, ~~2019~~2020 or December 31, ~~2018~~. 2019. No declines in value were deemed by management to be OTT at ~~September~~June 30, ~~2019~~.2020. Deterioration in credit quality and/or imbalances in liquidity that may exist in the financial marketplace might adversely affect the fair values of the Company’s investment portfolio and the amount of gains or losses ultimately realized on the sale of such securities, and may also increase the potential that certain resulting unrealized losses will be designated as OTT in future periods, resulting in write-downs and charges to earnings. There were no investment securities pledged as of ~~September~~June 30, ~~2019, compared to $2.5 million pledged at~~2020 or December 31, 2018. In prior periods, the Company secured various public deposits or customer repurchase agreements by pledging portions of the Company's investment portfolio. Union's management has implemented other acceptable methods of collateralization of the uninsured balances such as reciprocal deposits through the Promonotory network and municipal letters of credit offered by the FHLBB.2019.

Union Bankshares, Inc. Page 42

Deposits. The following table shows information concerning the Company's average deposits by account type and weighted average nominal rates at which interest was paid on such deposits for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018:~~2019:


	Six Months Ended June 30, 2020								Six Months Ended June 30, 2019
	Average Amount		Percent of Total Deposits	Average Rate		Average Amount		Percent of Total Deposits	Average Rate
	(Dollars in thousands)
Nontime deposits:
Noninterest bearing deposits	$	155,113	19.8	—		$	125,224	18.1	—
Interest bearing checking accounts	180,975		23.2	0.42	%	153,963		22.2	0.21	%
Money market accounts	185,970		23.8	1.19	%	171,576		24.8	1.18	%
Savings accounts	113,225		14.5	0.14	%	105,246		15.2	0.15	%
Total nontime deposits	635,283		81.3	0.49	%	556,009		80.3	0.45	%
Time deposits:
Less than $100,000	75,080		9.6	1.23	%	73,463		10.6	1.27	%
$100,000 and over	71,254		9.1	1.56	%	62,642		9.1	1.73	%
Total time deposits	146,334		18.7	1.39	%	136,105		19.7	1.48	%
Total deposits	$	781,617	100.0	0.66	%	$	692,114	100.0	0.65	%

Nine Months Ended
September 30, 2019 Nine Months Ended
September 30, 2018

Average
Amount
Percent
of Total
Deposits
Average
Rate
Average
Amount
Percent
of Total
Deposits
Average
Rate
(Dollars in thousands)
Nontime deposits:
Noninterest bearing deposits $ 127,077
18.4 —
$ 119,890
18.9 —
Interest bearing checking accounts 157,102
22.7 0.25 % 143,280
22.6 0.14 %
Money market accounts 159,386
23.0 1.14 % 153,921
24.3 0.77 %
Savings accounts 105,086
15.2 0.15 % 104,283
16.5 0.15 %
Total nontime deposits 548,651
79.3 0.43 % 521,374
82.3 0.30 %
Time deposits:
Less than $100,000 74,726
10.8 1.32 % 63,249
10.0 0.82 %
$100,000 and over 68,713
9.9 1.81 % 49,019
7.7 1.10 %
Total time deposits 143,439
20.7 1.55 % 112,268
17.7 0.94 %
Total deposits $ 692,090
100.0 0.66 % $ 633,642
100.0 0.41 %

During the first ~~nine~~six months of ~~2019~~,2020, average total deposits grew ~~$58.4~~$89.5 million, or ~~9.2%~~12.9%, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, with growth in all categories. The increase in average balances was attributable to proceeds from PPP loans deposited into customer accounts at Union, customer's receipt of government stimulus payments, and the general lack of spending by customers due to the economic disruption caused by COVID-19.

The Company participates in CDARS, which permits the Company to offer full deposit insurance coverage to its customers by exchanging deposit balances with other CDARS participants. CDARS also provides the Company with an additional source of funding and liquidity through the purchase of deposits. ~~At September~~There were no purchased CDARs deposits as of June 30, ~~2019, $13.6 million of the Company's CDARS deposits represented purchased deposits which are considered "brokered" deposits. At~~2020 or December 31, ~~2018, $15.0 million of the Company's CDARS deposits represented purchased deposits. These deposits are included in time deposits on the consolidated balance sheets.~~2019. There were ~~$11.9~~$13.4 million of time deposits of $250,000 or less on the balance sheet at ~~September~~June 30, ~~2019~~2020 and ~~$11.3~~$12.0 million at December 31, ~~2018,~~2019, which were exchanged with other CDARS participants.

The Company also participates in the ICS program, a service through which it can offer its customers demand or savings products with access to unlimited FDIC insurance, while receiving reciprocal deposits from other FDIC-insured banks. Like the exchange of certificate of deposit accounts through CDARS, exchange of demand or savings deposits through ICS provides a depositor with full deposit insurance coverage of excess balances, thereby helping the Company retain the full amount of the deposit on its balance sheet. As with the CDARS program, in addition to reciprocal deposits, participating banks may also purchase one-way ICS deposits. There were ~~$70.5~~$59.5 million and ~~$102.9~~$115.3 million in exchanged ICS demand and money market deposits on the balance sheet at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. There were no purchased ICS deposits at ~~September~~June 30, ~~2019~~2020 or December 31, ~~2018.~~2019.

The Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 allows the Company to hold reciprocal deposits up to 20 percent of total liabilities without those deposits being treated as brokered for regulatory purposes.

At ~~September~~June 30, ~~2019,~~2020, there were ~~$12.0~~$15.0 million in retail brokered deposits issued under a master certificate of deposit program with a deposit broker for the purpose of providing a supplemental source of funding and liquidity. These deposits will mature in ~~February~~August 2020. There were ~~$1.0~~$12.0 million of retail brokered deposits at December 31, ~~2018.~~2019.

The following table provides a maturity distribution of the Company’s time deposits in amounts of $100,000 and over at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~:2019:


	June 30, 2020		December 31, 2019
	(Dollars in thousands)
Within 3 months	$	17,611	$	27,377
3 to 6 months	11,463		7,351
6 to 12 months	29,840		20,160
Over 12 months	12,788		18,161
	$	71,702	$	73,049

Union Bankshares, Inc. Page 43

September 30, 2019 December 31, 2018
(Dollars in thousands)
Within 3 months $ 22,208
$ 24,518
3 to 6 months 27,292
9,125
6 to 12 months 17,220
12,820
Over 12 months 16,735
18,011
$ 83,455
$ 64,474

The Company's time deposits in amounts of $100 thousand and over ~~increased $19.0~~decreased $1.3 million, or ~~29.4%~~1.8%, between December 31, ~~2018~~2019 and ~~September~~June 30, ~~2019,~~2020, resulting primarily from ~~customers taking advantage~~the maturity of customer time ~~deposit~~deposits originated when promotions ~~that~~ were offered during ~~the first nine months~~ of ~~2019~~, including special promotions in connection with the opening of branch locations in new market areas. In addition, there was a decrease of $1.4 million in purchased CDARS deposits outstanding at September 30, 2019 ~~compared to December 31, 2018 which will mature within three months.~~that were not renewed.

A provision of the Dodd-Frank Act permanently raised FDIC deposit insurance coverage to $250 thousand per depositor per insured depository institution for each account ownership category. At ~~September~~June 30, ~~2019~~,2020, the Company had deposit accounts with less than the maximum FDIC insured deposit amount of $250 thousand totaling ~~$558.7~~$593.0 million,, or ~~78.0%~~72.4% of ~~its~~total deposits. An additional $20.8 million of municipal deposits were over the FDIC insurance coverage limit at ~~September~~June 30, ~~2019~~2020 and were collateralized under applicable state regulations by letters of credit issued by the FHLB.

Borrowings. Total borrowed funds at ~~September~~June 30, ~~2019~~2020 were ~~$47.2~~$9.5 million compared to ~~$27.8~~$47.2 million at December 31, ~~2018~~,2019, a net ~~increase~~decrease of ~~$19.3~~$37.7 million,, or ~~69.5%~~79.9%. ~~The~~Borrowings from the FHLB ~~option advance borrowings~~ were ~~$47.2~~$7.2 million at ~~September~~June 30, ~~2019~~,2020, at a weighted average rate of ~~2.46%~~3.07%, ~~and~~ ~~$27.5~~compared to $47.2 million at December 31, ~~2018~~,2019, at a weighted average rate of ~~1.84%~~2.01%. The ~~increase~~decrease in ~~option advance~~FHLB borrowings ~~reflect new~~reflects the net maturity of $40.0 million in advances ~~of $40 million at rates ranging from 2.18% to 2.37% taken~~ during the ~~third~~first six months of 2020. In anticipation of cash flow needs resulting from COVID-19, $30.0 million in advances were taken at the end of the first quarter of ~~2019. These~~2020. Due to excess liquidity on hand, these advances were ~~partially offset by~~prepaid during the ~~maturity~~second of ~~$20.0~~2020 resulting in penalties paid of $66 thousand which are included in Other expenses on the Company's consolidated statements of income. Borrowed funds also included $2.3 million ~~in bullet advances during~~ from the ~~first nine months~~ ~~of 2019. The increase in borrowed funds was utilized to fund loan demand as loan growth outpaced deposit growth throughout~~FRB under the ~~first nine months of 2019. In addition, there were no overnight secured customer repurchase agreement sweeps at~~ ~~September 30, 2019~~ ~~due to the customer converting its account to another deposit product during 2019. At December 31, 2018, secured customer repurchase agreement sweeps were~~ ~~$370 thousand~~,PPPLF at a weighted average rate of ~~0.20%.~~0.35% at June 30, 2020.

The Company has the authority, up to its available borrowing capacity with the FHLB, to collateralize public unit deposits with letters of credit issued by the FHLB. FHLB letters of credit in the amount of ~~$24.8~~$24.2 million and ~~$17.3~~$24.8 million were utilized as collateral for these deposits at ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. Total fees paid by the Company in connection with the issuance of these letters of credit were $7$8 thousand and ~~$21~~$16 thousand for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020 respectively, and $9$8 thousand and ~~$24~~$14 thousand for the three and ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, respectively.

Commitments, Contingent Liabilities, and Off-Balance-Sheet Arrangements. The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers, to reduce its own exposure to fluctuations in interest rates and to implement its strategic objectives. These financial instruments include commitments to extend credit, standby letters of credit, interest rate caps and floors written on adjustable-rate loans, commitments to participate in or sell loans, commitments to buy or sell securities, certificates of deposit or other investment instruments and risk-sharing commitments or guarantees on certain sold loans. Such instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the balance sheet. The contractual or notional amounts of these instruments reflect the extent of involvement the Company has in a particular class of financial instruments.

The Company's maximum exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. For interest rate caps and floors written on adjustable-rate loans, the contractual or notional amounts do not represent the Company’s exposure to credit loss. The Company controls the risk of interest rate cap agreements through credit approvals, limits, and monitoring procedures. The Company generally requires collateral or other security to support financial instruments with credit risk.

The following table details the contractual or notional amount of financial instruments that represented credit risk at the balance sheet dates:


	September 30, 2019		December 31, 2018			June 30, 2020		December 31, 2019
	(Dollars in thousands)					(Dollars in thousands)
Commitments to originate loans	$	21,841	$	22,673	Commitments to originate loans	$	123,937	$	35,689
Unused lines of credit	109,560		109,457		Unused lines of credit	130,314		103,623
Standby and commercial letters of credit	2,308		2,308		Standby and commercial letters of credit	2,346		2,308
Credit card arrangements	303		259		Credit card arrangements	308		311
FHLB Mortgage Partnership Finance credit enhancement obligation, net	687		684		FHLB Mortgage Partnership Finance credit enhancement obligation, net	687		687

Total	$	134,699	$	135,381	Total	$	257,592	$	142,618

Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have a fixed expiration date or other termination clause and may require payment of a fee. Since many of the loan commitments are expected to expire without being drawn upon and not all credit lines will be utilized, the total commitment amounts do not necessarily represent future cash requirements. Lines of credit incur seasonal volume fluctuations due to the nature of some customers' businesses, such as tourism and maple syrup products production. The large increase in commitments to originate loans at June 30, 2020 from December 31, 2019 is primarily the

Union Bankshares, Inc. Page 44

result of the annual fiscal cycle of local municipalities and school districts, with $73.0 million committed to them on June 30, 2020 for their fiscal year beginning July 1, 2020. In addition, commitments to originate residential mortgage loans and residential construction loans at June 30, 2020 increased $9.6 million and $6.6 million, respectively, over December 31, 2019. The increase in unused lines of credit at June 30, 2020 from December 31, 2019 is primarily related to an increase in lines approved for municipalities in anticipation of future needs due to COVID-19 of $11.3 million and an increase in construction loan availability of $4.6 million.

The Company did not hold any derivative or hedging instruments at ~~September~~June 30, ~~2019~~2020 or December 31, ~~2018.~~2019.

The Company’s subsidiary bank is required (as are all banks) to maintain vault cash or a noninterest bearing reserve balance as established by FRB regulations. The Bank’s average total required reserve for the 14 day maintenance period including September 30, 2019 was $1.2 million and for December 31, 2018 was $1.0 million, both of which were satisfied by vault cash.

Liquidity. Liquidity is a measurement of the Company’s ability to meet potential cash requirements, including ongoing commitments to fund deposit withdrawals, repay borrowings, fund investment and lending activities, and for other general business purposes. The primary objective of liquidity management is to maintain a balance between sources and uses of funds to meet our cash flow needs in the most economical and expedient manner. The Company’s principal sources of funds are deposits; whole-sale funding options including purchased deposits, amortization, prepayment and maturity of loans, investment securities, interest bearing deposits and other short-term investments; sales of securities and loans AFS; earnings; and funds provided from operations. Contractual principal repayments on loans ~~are~~have been a relatively predictable source of funds; however, ~~deposit~~payment deferrals approved for borrowers as a result of COVID-19 will delay receipt of contractual payments. Deposit flows and loan and investment prepayments are less predictable and can be significantly influenced by market interest rates, economic conditions, and rates offered by our competitors. Managing liquidity risk is essential to maintaining both depositor confidence and earnings stability.

As of ~~September~~June 30, ~~2019,~~2020, Union, as a member of FHLB, had access to unused lines of credit up to ~~$51.2~~$108.7 million over and above the ~~$72.9~~$32.3 million in combined outstanding borrowings and other credit subject to collateralization, subject to the purchase of required FHLB Class B common stock and evaluation by the FHLB of the underlying collateral available. This line of credit can be used for either short-term or long-term liquidity or other funding needs.

Union also maintains an IDEAL Way Line of Credit with the FHLB. The total line available was $551 thousand at ~~September~~June 30, ~~2019.~~2020. There were no borrowings against this line of credit as of such date. Interest on this line is chargeable at a rate determined by the FHLB and payable monthly. Should Union utilize this line of credit, qualified portions of the loan and investment portfolios would collateralize these borrowings.

In addition to its borrowing arrangements with the FHLB, Union maintains a pre-approved federal funds line of credit totaling $15.0 million with an upstream correspondent bank, a master brokered deposit agreement with a brokerage firm, and one-way buy options with CDARS and ~~ICS as well as access to the FRB discount window, which would require pledging of qualified assets.~~ICS. In addition to the funding sources available to Union, the Company ~~established~~maintains a $5.0 million revolving line of credit with a correspondent bank during the third quarter of 2019. Core deposits are the lowest cost of funds the Company has access to but these deposits may not be sufficient to cover the on balance sheet liquidity needs which makes using these other funding sources necessary.bank. At ~~September~~June 30, ~~2019,~~2020, there were no purchased ICS ~~deposits, $13.6 million purchased~~or CDARS deposits, ~~$12.0~~$15.0 million in retail brokered deposits issued under a master certificate of deposit program with a deposit broker, and no outstanding advances on the ~~federal funds line~~Union or atCompany correspondent lines.

Additionally, the FRB authorized the PPPLF, which provides funding to facilitate lending by eligible borrowers to small businesses under the PPP. Under the PPPLF, the FRB lends to eligible borrowers on a non-recourse basis, taking PPP loans, including purchased loans, as collateral. Union was approved by the FRB to participate in the PPPLF and, as of June 30, 2020, had an outstanding advance in the amount of $2.3 million. Union also has qualifying investment securities that are available to be pledged as collateral to the FRB to have access to the discount window borrowing facility. As of June 30, 2020, there were no outstanding advances from the discount window.

Union's investment and residential loan portfolios also provide a significant amount of contingent liquidity that could be accessed in a reasonable time period through sales of those portfolios. ~~We also have additional~~Additional contingent liquidity sources are available with further access to the brokered deposit ~~market and the FRB discount window.~~market. These sources are considered as liquidity alternatives in our contingent liquidity plan. Management believes the Company has sufficient liquidity to meet all reasonable borrower, depositor, and creditor needs in the present economic environment. However, any projections of future cash needs and flows are subject to substantial uncertainty, including factors outside the Company's control.

Capital Resources. Capital management is designed to maintain an optimum level of capital in a cost-effective structure that meets target regulatory ratios, supports management’s internal assessment of economic capital, funds the Company’s business strategies and builds long-term stockholder value. Dividends are generally in line with long-term trends in earnings per share and conservative earnings projections, while sufficient profits are retained to support anticipated business growth, fund strategic investments, maintain required regulatory capital levels and provide continued support for deposits. The Company continues to evaluate growth opportunities both through internal growth or potential acquisitions.

Stockholders’ equity increased from ~~$64.5~~$71.8 million at December 31, ~~2018~~2019 to ~~$70.6~~$75.8 million at ~~September~~June 30, ~~2019,~~2020, reflecting net income of ~~$7.9~~$4.9 million for the first ~~nine~~six months of ~~2019,~~2020, an increase of ~~$2.2~~$1.7 million in accumulated other comprehensive income due to an increase in the fair market value of the Company's AFS securities, an increase of ~~$144~~$151 thousand from stock based

Union Bankshares, Inc. Page 45

compensation, a ~~$44~~$22 thousand increase due to the issuance of ~~2,000~~1,000 shares of common stock from the exercise of incentive stock options and a ~~$27~~$19 thousand increase due to the issuance of common stock under the DRIP. These increases were partially offset by cash dividends declared of ~~$4.2~~$2.9 million ~~and stock repurchases of $13 thousand~~ during the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The components of ~~the~~ other comprehensive income are illustrated in Note 11 of the unaudited consolidated financial statements.

The Company has 7,500,000 shares of $2.00 par value common stock authorized. As of ~~September~~June 30, ~~2019,~~2020, the Company had ~~4,945,690~~4,950,430 shares issued, of which ~~4,469,043~~4,474,899 were outstanding and ~~476,647~~475,531 were held in treasury.

In ~~December 2018,~~January 2020, the Company's Board reauthorized for ~~2019~~2020 the limited stock repurchase plan that was initially established in May of 2010. The limited stock repurchase plan allows the repurchase of up to a fixed number of shares of the Company's common stock each calendar quarter in open market purchases or privately negotiated transactions, as management deems advisable and as market conditions may warrant. The repurchase authorization for a calendar quarter (currently 2,500 shares) expires at the end of that quarter to the extent it has not been exercised, and is not carried forward into future quarters. The quarterly repurchase authorization expires on December 31, ~~2019,~~2020, unless reauthorized. The Company ~~repurchased 300 shares~~had no repurchases under this program during the first ~~nine~~six months of ~~2019 under this program at a total cost of $13 thousand.~~2020.

The Company maintains a Dividend Reinvestment and Stock Purchase Plan whereby registered stockholders may elect to reinvest cash dividends and optional cash contributions to purchase additional shares of the Company's common stock. The Company has reserved 200,000 shares of its common stock for issuance and sale under the DRIP. As of ~~September~~June 30, ~~2019, 2,124~~2020, 3,240 shares of stock had been issued from treasury stock under the DRIP.

The Company (on a consolidated basis) and Union are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's and Union's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Union must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company's and Union's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Under the current guidelines, banking organizations must have a minimum total risk-based capital ratio of 8.0%, a minimum Tier I risk-based capital ratio of 6.0%, a minimum common equity Tier I risk-based capital ratio of 4.5%, and a minimum leverage ratio of 4.0% in order to be "adequately capitalized." In addition to these requirements, banking organizations must maintain a 2.5% capital conservation buffer consisting of common Tier I equity, increasing the minimum required total risk-based capital, Tier I risk-based and common equity Tier I capital to risk-weighted assets they must maintain to avoid limits on capital distributions and certain bonus payments to executive officers and similar employees.

The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 directed the federal banking regulators to adopt rules providing for a simplified regulatory capital framework for qualifying community banking organizations. In September 2019, the banking regulators finalized a rule that introduced the community bank leverage ratio (CBLR) framework as an optional simplified measure of capital adequacy for qualifying institutions. ABeginning with the March 31, 2020 regulatory capital calculation, a banking organization with a Tier I leverage ratio greater than 9.0%, less than $10 billion in average consolidated assets, and limited amounts of off-balance sheet exposures and trading assets and liabilities may opt into the CBLR framework and will be deemed "well capitalized" and will not be required to report or calculate risk-based capital. ~~The CBLR framework will be available for use on March 31, 2020.~~ A community banking organization that does not meet the requirements for use of the simplified CBLR framework will continue to calculate its regulatory capital ratios under existing guidelines. A provision of the CARES Act temporarily lowers the minimum Tier 1 leverage ratio to 8.0% for a banking organization to elect to use the CBLR framework, with a phased increase back to 9.0% by the end of 2021. As of ~~September~~June 30, ~~2019,~~2020, the Tier I leverage ratio was ~~8.20%~~7.41% and ~~8.17%~~7.39% for the Company and Union, respectively.

As shown in the table below, as of ~~September~~June 30, ~~2019,~~2020, both the Company and Union met all capital adequacy requirements to which they are currently subject and Union exceeded the requirements for a "well capitalized" bank under the FDIC's Prompt Corrective Action framework. There were no conditions or events between ~~September~~June 30, ~~2019~~2020 and the date of this report that management believes have changed either Company’s regulatory capital category.

Union Bankshares, Inc. Page 46


														Actual						For Capital Adequacy Purposes						To Be Well Capitalized Under Prompt Corrective Action Provisions
	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
As of September 30, 2019	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of June 30, 2020													As of June 30, 2020	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)													(Dollars in thousands)
Company:													Company:
Total capital to risk weighted assets	$	72,749	12.95	%	$	44,941	8.00	%	N/A		N/A		Total capital to risk weighted assets	$	77,554	13.44	%	$	46,163	8.00	%	N/A
Tier I capital to risk weighted assets	66,941		11.92	%	33,695		6.00	%	N/A		N/A		Tier I capital to risk weighted assets	70,666		12.25	%	34,612		6.00	%	N/A
Common Equity Tier 1 to risk weighted assets	66,941		11.92	%	25,271		4.50	%	N/A		N/A		Common Equity Tier 1 to risk weighted assets	70,666		12.25	%	25,959		4.50	%	N/A
Tier I capital to average assets	66,941		8.20	%	32,654		4.00	%	N/A		N/A		Tier I capital to average assets	70,666		7.41	%	38,146		4.00	%	N/A

Union:													Union:
Total capital to risk weighted assets	$	72,388	12.91	%	$	44,857	8.00	%	$	56,071	10.00	%	Total capital to risk weighted assets	$	77,173	13.39	%	$	46,108	8.00	%	$	57,635	10.00	%
Tier I capital to risk weighted assets	66,580		11.87	%	33,655		6.00	%	44,873		8.00	%	Tier I capital to risk weighted assets	70,285		12.19	%	34,595		6.00	%	46,126		8.00	%
Common Equity Tier 1 to risk weighted assets	66,580		11.87	%	25,241		4.50	%	36,459		6.50	%	Common Equity Tier 1 to risk weighted assets	70,285		12.19	%	25,946		4.50	%	37,478		6.50	%
Tier I capital to average assets	66,580		8.17	%	32,597		4.00	%	40,747		5.00	%	Tier I capital to average assets	70,285		7.39	%	38,043		4.00	%	47,554		5.00	%

Dividends paid by Union are the primary source of funds available to the Company for payment of dividends to its stockholders. Union is subject to certain requirements imposed by federal banking laws and regulations, which among other things, establish minimum levels of capital and restrict the amount of dividends that may be distributed by Union to the Company.

Cash dividends of ~~$0.31~~$0.32 per share were paid during each of the first ~~three~~two quarters of ~~2019~~2020 and have been declared for the ~~fourth~~third quarter, payable on ~~November 7, 2019~~August 6, 2020 to stockholders of record on ~~October 28, 2019.~~July 27, 2020.

~~OTHER FINANCIAL CONSIDERATIONS~~

~~Market Risk and Interest Rate Risk~~. Market risk is the potential of loss in a financial instrument arising from adverse changes in market prices, interest rates, foreign currency exchange rates, commodity prices, and equity prices. The benchmark London Interbank Offered Rate (LIBOR) rate that is utilized throughout the banking industry to set interest rates in loan documents is being phased out by the end of 2021 by the Financial Conduct Authority of the United Kingdom. In preparation for this phaseout, an initial review of instruments the Company has tied to this rate is deemed immaterial and we do not anticipate an increased risk of loss arising from this phase out. As of ~~September 30, 2019~~, the Company did not have any market risk sensitive instruments acquired for trading purposes. The Company’s market risk arises primarily from interest rate risk inherent in its lending, investing, deposit taking and borrowing activities. Management of interest rate risk is an important component of the asset and liability management process, which is governed by established policies that are reviewed and approved annually. The investment policy details the types of securities that may be purchased, and establishes portfolio limits and maturity limits for the various sectors. The investment policy also establishes specific investment quality limits. The ALCO develops guidelines and strategies impacting our asset and liability management-related activities based upon estimated market risk sensitivity, policy limits and overall market interest rate levels and trends. Members of the ALCO also manage the investment portfolio to maximize net interest income while mitigating market and interest rate risk.

Interest rate risk arises naturally from imbalances in repricing, maturity and cash flow characteristics of our assets and liabilities. The ALCO takes into consideration the cash flow and repricing attributes of balance sheet and off-balance sheet items and their relation to possible changes in interest rates. The ALCO manages interest rate exposure primarily by using on-balance sheet strategies, generally accomplished through the management of the duration, rate sensitivity and average lives of our various investments, and by extending or shortening maturities of borrowed funds, as well as carefully managing and monitoring the maturities and pricing of loans and deposits.

An outside consultant is utilized to perform rate shocks to our balance sheet to assess our risk to earnings in different interest rate environments, and to perform a variety of other analyses. The consultant’s most recent completed analysis was as of September 30, 2019. The base simulation assumed no changes in rates, as well as a 100 basis point falling interest rate scenario and 200 and 300 basis point rising interest rate scenarios which all assume a parallel shift of the yield curve over a 24 month period, with no growth assumptions. Management is not aware of any significant changes in the Company's risk profile since the analysis was performed as of September 30, 2019. A summary of the results is as follows:

Current/Flat Rates: If rates remain at current levels net interest income is projected to trend gradually upwards as asset yields are expected to remain fairly stable while funding costs are assumed to replace slightly lower.

~~Rising Rates: Net interest income is anticipated to trend in line with the~~ ~~Current Rates~~ scenario over the next 24 months as retail and wholesale term funding replacing into the elevated rate environment temporarily match improvements to asset yields. The degree of benefit of rising rates will depend on the pace and extent of market rate increases as well as the terminal slope of the yield curve as rates rise along with deposit pricing strategies..

Falling Rates: Net interest income is projected to trend downward in a falling rate scenario. If rates fall, asset yield compression outpaces funding cost relief as deposit costs reach their floor levels. Additionally, accelerated asset cash flow, driven by faster assumed mortgage related prepayment speeds, continues to adjust into lower rates. Continued utilization of floors on new loan volume will help to mitigate additional downward pressure on yields.

~~The net interest income simulation as of September 30, 2019 showed that the change in net interest income for the next 24 months from our expected or “most likely” forecast was as follows:~~

Rate Change Percent Change in Net Interest Income Limit Percent Change in Net Interest Income
Up 300 basis points (15.00 )% 6.8 %
Up 200 basis points (15.00 )% 5.0 %
Down 100 basis points (15.00 )% (4.6 )%

The preceding sensitivity analysis does not represent our forecast and should not be relied upon as being indicative of expected operating results. These estimates are based upon numerous assumptions including, among others, the nature and timing of interest rate levels including yield curve shape, prepayments on loans and securities, deposit run-off rates, pricing decisions on loans and deposits and reinvestment/replacement of asset and liability cash flows. While assumptions are developed based upon current economic and local market conditions, we cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences might change.

The model used to perform the base case balance sheet simulation assumes a parallel shift of the yield curve over twelve and 24 months and reprices every interest earning asset and interest bearing liability on our balance sheet, simultaneously. The use of pricing betas help simulate the expected pricing behavior regarding non-maturing deposits, limiting the rate increases that occur when market rates rise. A historic analysis of the bank's prepayment history was performed and the results were used as a basis for future prepayment expectations. Investment securities with call provisions are examined on an individual basis to estimate the likelihood of a call.

As market conditions vary from those assumed in the sensitivity analysis, actual results will likely differ due to: the varying impact of changes in the balances and mix of loans and deposits differing from those assumed, the impact of possible off balance sheet commitments, and other internal/external variables. Furthermore, the sensitivity analysis does not reflect all actions that the ALCO might take in responding to or anticipating changes in interest rates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Information called for by this item is incorporated~~Omitted, in accordance with the regulatory relief available to ~~Part I, Item 2, reference~~smaller reporting companies in ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption OTHER FINANCIAL CONSIDERATIONS on page 43 of this report.~~SEC Release Nos. 33-10513 (effective September 10, 2018).

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. The Company’s Chief Executive Officer and Chief Financial Officer, with the assistance of the Disclosure Control Committee, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of ~~September~~June 30, ~~2019~~.2020. Based on this evaluation they concluded that those disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files with the Commission is accumulated and communicated to the Company’s management, including its principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required information.

Changes in Internal Controls over Financial Reporting. There was no change in the Company's internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act, during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

There are no known pending legal proceedings to which the Company or its subsidiary is a party, or to which any of their properties is subject, other than ordinary litigation arising in the normal course of business activities. Although the amount of any ultimate liability with respect to such proceedings cannot be determined, in the opinion of management, any such liability is not expected to have a material adverse effect on the consolidated financial condition or results of operations of the Company and its subsidiary.

Union Bankshares, Inc. Page 47

Item 1A. Risk Factors

There have been no material changes in the Company’s risk factors ~~discussed~~from those disclosed in ~~Part I-Item 1A, "Risk Factors"~~the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, with the exception of the following:

The ongoing COVID-19 pandemic and measures intended to prevent its spread could have a material adverse effect on our business, results of operations and financial condition, and such effects will depend on future developments, which are highly uncertain and are difficult to predict.

Global health concerns relating to the COVID-19 outbreak and related government actions taken to reduce the spread of the virus have been weighing on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty and reduced economic activity, including in our ~~2018~~Vermont and New Hampshire markets. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. Such measures have significantly contributed to rising unemployment and negatively impacted consumer and business spending. The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the CARES Act, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion.

The outbreak has adversely impacted and is likely to further adversely impact our workforce and operations and the operations of our borrowers, customers and business partners. In particular, we may experience financial losses due to a number of operational factors impacting us or our borrowers, customers or business partners, including but not limited to:

•credit losses resulting from financial stress being experienced by our borrowers as a result of the outbreak and related governmental actions, particularly in the hospitality, retail, and restaurant industries, but across other industries as well;

•declines in collateral values;

•negative pressure on our net interest income due to FRB monetary policy in response to the pandemic;

•third party disruptions, including outages in network providers and other vendors;

•the absence of detailed SBA guidance regarding the required terms and documentation for PPP loans, compounded by the compressed timetable for processing of PPP loan applications and funding of such loans, could result in additional credit risk to us if the SBA later determines that our PPP loans do not meet program requirements and therefore do not qualify for the 100% SBA guaranty;

•increased cyber and payment fraud risk, as cybercriminals attempt to profit from the disruption, given increased online and remote activity; and

•operational failures due to changes in normal business practices necessitated by the outbreak and related governmental actions.

These factors may remain prevalent for a significant period of time and may continue to adversely affect our business, results of operations and financial condition, which includes capital, liquidity, and asset valuations, even after the COVID-19 outbreak has subsided.

The spread of COVID-19 has caused us to modify our business practices (including restricting employee travel, and developing work from home and social distancing plans for our employees), and we may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to government authorities.

The extent to which the COVID-19 outbreak impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts to our business as a result of the virus’s global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future.

There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. However, the effects could have a material impact on our results of operations and heighten many of our known risks described in the “Risk Factors” section of our 2019 Annual Report ~~since the date of the filing of that report.~~on Form 10-K.

Union Bankshares, Inc. Page 48

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

During the quarter ended ~~September~~June 30, ~~2019~~,2020, the ~~only~~Company did not issue any unregistered ~~issuance of the Company's~~ equity securities was pursuant to the exercise of incentive stock options issued under the 2008 ISO Plan, resulting in the issuance of 1,000 shares of the Company's common stock. The shares were issued in reliance upon an exemption in section 4(a)(2) of the Securities Act of 1933 for distributions not involving a public offering.securities.

There was no repurchase of the Company's equity securities during the quarter ended ~~September~~June 30, ~~2019.~~

2020.

Item 6. Exhibits.



31.1			Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2			Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101			The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2019~~2020 formatted in eXtensible Business Reporting Language (XBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, (iii) the unaudited consolidated statements of comprehensive income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, (iv) the unaudited consolidated statements of changes in stockholders' equity, (iv) the unaudited consolidated statements of cash flows and (v) related notes.

____________________


*	This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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.


		Union Bankshares, Inc.

August 7, 2020		~~Union Bankshares, Inc.~~

~~November 8, 2019~~	/s/ David S. Silverman
		David S. Silverman
		Director, President and Chief Executive Officer


~~November 8, 2019~~August 7, 2020		/s/ Karyn J. Hale
		Karyn J. Hale
		Chief Financial Officer
		(Principal Financial Officer)

Union Bankshares, Inc. Page 49

EXHIBIT INDEX



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

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

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

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

101			The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2019~~2020 formatted in eXtensible Business Reporting Language (XBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, (iii) the unaudited consolidated statements of comprehensive income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, (iv) the unaudited consolidated statements of changes in stockholders' equity, (iv) the unaudited consolidated statements of cash flows and (v) related notes.

____________________


*	This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Union Bankshares, Inc. Page 4650



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars in thousands, except per share data)
Interest and dividend income
Interest and fees on loans	$	8,502	$	7,482	$	24,604	$	21,855
Interest on debt securities:
Taxable	409		321		1,271		918
Tax exempt	131		145		373		436
Dividends	24		65		177		160
Interest on federal funds sold and overnight deposits	19		26		130		88
Interest on interest bearing deposits in banks	46		56		153		152
Total interest and dividend income	9,131		8,095		26,708		23,609
Interest expense
Interest on deposits	1,198		842		3,439		1,949
Interest on borrowed funds	299		244		689		515
Total interest expense	1,497		1,086		4,128		2,464
Net interest income	7,634		7,009		22,580		21,145
Provision for loan losses	150		150		350		300
Net interest income after provision for loan losses	7,484		6,859		22,230		20,845
Noninterest income
Trust income	168		195		519		579
Service fees	1,617		1,568		4,547		4,538
Net gains on sales of investment securities available-for-sale	—		—		8		—
Net gains on sales of loans held for sale	824		596		1,881		1,322
Other income	123		93		399		636
Total noninterest income	2,732		2,452		7,354		7,075
Noninterest expenses
Salaries and wages	3,072		2,745		8,773		8,008
Employee benefits	1,043		1,144		3,097		3,299
Occupancy expense, net	428		338		1,287		1,069
Equipment expense	625		528		1,764		1,574
Other expenses	1,833		1,770		5,400		5,005
Total noninterest expenses	7,001		6,525		20,321		18,955
Income before provision for income taxes	3,215		2,786		9,263		8,965
Provision for income taxes	477		475		1,374		1,457
Net income	$	2,738	$	2,311	$	7,889	$	7,508
Earnings per common share	$	0.62	$	0.52	$	1.77	$	1.68
Weighted average number of common shares outstanding	4,468,400		4,465,882		4,467,845		4,465,741
Dividends per common share	$	0.31	$	0.30	$	0.93	$	0.90



Cash Flows From Financing Activities
Advances on long-term borrowings	150,000			164,175
Repayment of long-term debt	(130,287		)	(156,940		)
Net (decrease) increase in short-term borrowings outstanding	(370		)	3,174
Net increase (decrease) in noninterest bearing deposits	4,268			(1,228		)
Net decrease in interest bearing deposits	(25,076		)	(10,656		)
Net increase in time deposits	30,767			32,033
Issuance of common stock	44			—
Purchase of treasury stock	(13		)	(3		)
Dividends paid	(4,128		)	(3,996		)
Net cash provided by financing activities	25,205			26,559
Net decrease in cash and cash equivalents	(7,389		)	(24,608		)
Cash and cash equivalents
Beginning of period	37,289			38,508
End of period	$	29,900		$	13,900
Supplemental Disclosures of Cash Flow Information
Interest paid	$	3,787		$	2,440
Income taxes paid	$	575		$	1,350

Supplemental Schedule of Noncash Investing Activities
Investment in limited partnerships acquired by capital contributions payable	$	619		$	1,321
Right-of-use operating lease assets obtained in exchange for operating lease liabilities	$	516		$	—
Right-of-use finance lease assets obtained in exchange for finance lease liabilities	$	1,486		$	—

Dividends paid on Common Stock:
Dividends declared	$	4,155		$	4,019
Dividends reinvested	(27		)	(23		)
	$	4,128		$	3,996



	As of September 30, 2018						For The Three Months Ended September 30, 2018				For The Nine Months Ended September 30, 2018
	Recorded Investment (1)		Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
Residential real estate	$	1,688	$	2,268	$	49	$	1,743	$	17	$	1,749	$	46
Construction real estate	78		78		—		79		1		80		3
Commercial real estate	2,318		2,406		9		2,045		21		1,555		52
Commercial	370		370		—		365		9		371		23
Total	$	4,454	$	5,122	$	58	$	4,232	$	48	$	3,755	$	124



	New TDRs During the					New TDRs During the
	Three Months Ended September 30, 2019					Nine Months Ended September 30, 2019
	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(Dollars in thousands)
Residential real estate	—	$	—	$	—	1	$	77	$	79



	New TDRs During the					New TDRs During the
	Three Months Ended September 30, 2018					Nine Months Ended September 30, 2018
	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(Dollars in thousands)
Residential real estate	1	$	80	$	81	2	$	176	$	179
Commercial real estate	—	—		—		1	204		204
Commercial	1	18		18		2	31		31



	Operating Leases		Finance Leases
	(Dollars in thousands)
2019	$	51	$	18
2020	113		70
2021	99		72
2022	51		73
2023	39		75
Thereafter	154		2,288
Total	$	507	$	2,596



	Three Months Ended
	September 30, 2019							September 30, 2018
	Before-Tax Amount		Tax (Expense) Benefit			Net-of-Tax Amount		Before-Tax Amount			Tax (Expense) Benefit		Net-of-Tax Amount
Investment securities available-for-sale:	(Dollars in thousands)
Net unrealized holding gains (losses) arising during the period on investment securities available-for-sale	$	558	$	(117	)	$	441	$	(446	)	$	94	$	(352	)
Total other comprehensive income (loss)	$	558	$	(117	)	$	441	$	(446	)	$	94	$	(352	)



	Nine Months Ended
	September 30, 2019									September 30, 2018
	Before-Tax Amount			Tax (Expense) Benefit			Net-of-Tax Amount			Before-Tax Amount			Tax (Expense) Benefit		Net-of-Tax Amount
Investment securities available-for-sale:	(Dollars in thousands)
Net unrealized holding gains (losses) arising during the period on investment securities available-for-sale	$	2,775		$	(583	)	$	2,192		$	(1,920	)	$	404	$	(1,516	)
Reclassification adjustment for net gains on investment securities available-for-sale realized in net income	(8		)	2			(6		)	—			—		—
Total other comprehensive income (loss)	$	2,767		$	(581	)	$	2,186		$	(1,920	)	$	404	$	(1,516	)



	Three Months Ended September 30,
	2019						2018
	Average Balance		Interest Earned/ Paid		Average Yield/ Rate		Average Balance		Interest Earned/ Paid		Average Yield/ Rate
	(Dollars in thousands)
Average Assets:
Federal funds sold and overnight deposits	$	8,468	$	19	0.89	%	$	11,346	$	26	0.88	%
Interest bearing deposits in banks	7,309		46		2.48	%	9,988		56		2.24	%
Investment securities (1), (2)	83,211		531		2.69	%	72,150		490		2.91	%
Loans, net (1), (3)	660,570		8,502		5.17	%	630,028		7,482		4.74	%
Nonmarketable equity securities	2,739		33		4.75	%	3,423		41		4.71	%
Total interest earning assets (1)	762,297		9,131		4.82	%	726,935		8,095		4.46	%
Cash and due from banks	5,077						4,682
Premises and equipment	22,142						15,402
Other assets	29,572						23,279
Total assets	$	819,088					$	770,298
Average Liabilities and Stockholders' Equity:
Interest bearing checking accounts	$	163,278	136		0.33	%	$	141,819	56		0.15	%
Savings/money market accounts	240,176		398		0.66	%	259,990		426		0.65	%
Time deposits	157,868		664		1.67	%	126,005		360		1.13	%
Borrowed funds and other liabilities	50,011		299		2.22	%	55,335		244		1.73	%
Total interest bearing liabilities	611,333		1,497		0.96	%	583,149		1,086		0.74	%
Noninterest bearing deposits	130,854						117,774
Other liabilities	7,522						8,980
Total liabilities	749,709						709,903
Stockholders' equity	69,379						60,395
Total liabilities and stockholders’ equity	$	819,088					$	770,298
Net interest income			$	7,634					$	7,009
Net interest spread (1)					3.86	%					3.72	%
Net interest margin (1)					4.05	%					3.87	%



	For the Three Months Ended September 30,				For The Nine Months Ended September 30,
	2019		2018		2019		2018
	(Dollars in thousands)
Net interest income, as presented	$	7,634	$	7,009	$	22,580	$	21,145
Effect of tax-exempt interest
Investment securities	28		35		79		103
Loans	100		44		301		214
Net interest income, tax equivalent	$	7,762	$	7,088	$	22,960	$	21,462



	Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018 Increase/(Decrease) Due to Change In									Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018 Increase/(Decrease) Due to Change In
	Volume			Rate			Net			Volume			Rate			Net
	(Dollars in thousands)
Interest earning assets:
Federal funds sold and overnight deposits	$	(7	)	$	—		$	(7	)	$	—		$	42		$	42
Interest bearing deposits in banks	(16		)	6			(10		)	(29		)	30			1
Investment securities	81			(40		)	41			223			80			303
Loans, net	350			670			1,020			1,620			1,129			2,749
Nonmarketable equity securities	(8		)	—			(8		)	(19		)	23			4
Total interest earning assets	$	400		$	636		$	1,036		$	1,795		$	1,304		$	3,099
Interest bearing liabilities:
Interest bearing checking accounts	$	9		$	71		$	80		$	15		$	133		$	148
Savings/money market accounts	(33		)	5			(28		)	25			444			469
Time deposits	106			198			304			263			610			873
Borrowed funds	(17		)	72			55			(46		)	220			174
Total interest bearing liabilities	$	65		$	346		$	411		$	257		$	1,407		$	1,664
Net change in net interest income	$	335		$	290		$	625		$	1,538		$	(103	)	$	1,435



	Nine Months Ended September 30, 2019					Nine Months Ended September 30, 2018
	Average Amount		Percent of Total Deposits	Average Rate		Average Amount		Percent of Total Deposits	Average Rate
	(Dollars in thousands)
Nontime deposits:
Noninterest bearing deposits	$	127,077	18.4	—		$	119,890	18.9	—
Interest bearing checking accounts	157,102		22.7	0.25	%	143,280		22.6	0.14	%
Money market accounts	159,386		23.0	1.14	%	153,921		24.3	0.77	%
Savings accounts	105,086		15.2	0.15	%	104,283		16.5	0.15	%
Total nontime deposits	548,651		79.3	0.43	%	521,374		82.3	0.30	%
Time deposits:
Less than $100,000	74,726		10.8	1.32	%	63,249		10.0	0.82	%
$100,000 and over	68,713		9.9	1.81	%	49,019		7.7	1.10	%
Total time deposits	143,439		20.7	1.55	%	112,268		17.7	0.94	%
Total deposits	$	692,090	100.0	0.66	%	$	633,642	100.0	0.41	%



Rate Change	Percent Change in Net Interest Income Limit		Percent Change in Net Interest Income
Up 300 basis points	(15.00	)%	6.8	%
Up 200 basis points	(15.00	)%	5.0	%
Down 100 basis points	(15.00	)%	(4.6	)%