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: March 31, ~~2020~~2021

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 ~~April 27, 2020.~~May 1, 2021.

Common Stock, $2 par value

4,481,456

UNION BANKSHARES, INC.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION


			~~Common Stock, $2 par value~~		~~4,473,246~~		~~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 27~~25
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			~~Page 43~~41
Item 4. Controls and Procedures.			~~Page 43~~41

PART II OTHER INFORMATION

Item 1. Legal Proceedings.			~~Page 44~~42
Item 1A. Risk Factors.			~~Page 44~~42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			~~Page 45~~42
Item 6. Exhibits.			~~Page 45~~42

Signatures			~~Page 45~~43

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS


	March 31, 2020			December 31, 2019				March 31, 2021		December 31, 2020
	(Unaudited)							(Unaudited)
Assets	(Dollars in thousands)						Assets	(Dollars in thousands)
Cash and due from banks	$	6,224		$	5,405		Cash and due from banks	$	4,684	$	5,413
Federal funds sold and overnight deposits	35,488			45,729			Federal funds sold and overnight deposits	51,822		117,358
Cash and cash equivalents	41,712			51,134			Cash and cash equivalents	56,506		122,771
Interest bearing deposits in banks	6,067			6,565			Interest bearing deposits in banks	14,691		12,699
Investment securities available-for-sale	89,447			87,393			Investment securities available-for-sale	141,931		105,763

Other investments	581			690			Other investments	1,132		1,047
Total investments	90,028			88,083			Total investments	143,063		106,810
Loans held for sale	16,456			7,442			Loans held for sale	40,212		32,188
Loans	676,531			670,244			Loans	802,254		771,169
Allowance for loan losses	(6,391		)	(6,122		)	Allowance for loan losses	(8,429)		(8,271)
Net deferred loan costs	1,056			1,043
Net deferred loan fees							Net deferred loan fees	(765)		(146)
Net loans	671,196			665,165			Net loans	793,060		762,752

Premises and equipment, net	20,528			20,923			Premises and equipment, net	19,882		20,039
Goodwill	2,223			2,223

Company-owned life insurance	12,403			12,322			Company-owned life insurance	12,708		12,640
Other assets	22,474			19,055			Other assets	24,196		23,655
Total assets	$	883,087		$	872,912		Total assets	$	1,104,318	$	1,093,554
Liabilities and Stockholders’ Equity							Liabilities and Stockholders’ Equity
Liabilities							Liabilities
Deposits							Deposits
Noninterest bearing	$	139,963		$	136,434		Noninterest bearing	$	231,992	$	215,245
Interest bearing	449,943			458,940			Interest bearing	648,960		637,369
Time	146,154			148,653			Time	126,939		141,688
Total deposits	736,060			744,027			Total deposits	1,007,891		994,302
Borrowed funds	62,164			47,164			Borrowed funds	7,164		7,164

Accrued interest and other liabilities	11,075			9,878			Accrued interest and other liabilities	9,440		11,221
Total liabilities	809,299			801,069			Total liabilities	1,024,495		1,012,687
Commitments and Contingencies							Commitments and Contingencies	0
Stockholders’ Equity							Stockholders’ Equity
Common stock, $2.00 par value; 7,500,000 shares authorized; 4,949,246 shares issued at March 31, 2020 and 4,948,245 shares issued at December 31, 2019	9,899			9,897
Common stock, $2.00 par value; 7,500,000 shares authorized; 4,955,232 shares issued at March 31, 2021 and 4,954,732 shares issued at December 31, 2020							Common stock, $2.00 par value; 7,500,000 shares authorized; 4,955,232 shares issued at March 31, 2021 and 4,954,732 shares issued at December 31, 2020	9,911		9,910
Additional paid-in capital	1,226			1,124			Additional paid-in capital	1,504		1,393
Retained earnings	64,783			64,019			Retained earnings	72,494		71,097
Treasury stock at cost; 476,046 shares at March 31, 2020 and 476,268 shares at December 31, 2019	(4,181		)	(4,183		)
Treasury stock at cost; 474,278 shares at March 31, 2021 and 474,632 shares at December 31, 2020							Treasury stock at cost; 474,278 shares at March 31, 2021 and 474,632 shares at December 31, 2020	(4,167)		(4,169)
Accumulated other comprehensive income	2,061			986			Accumulated other comprehensive income	81		2,636
Total stockholders' equity	73,788			71,843			Total stockholders' equity	79,823		80,867
Total liabilities and stockholders' equity	$	883,087		$	872,912		Total liabilities and stockholders' equity	$	1,104,318	$	1,093,554

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

~~UNION BANKSHARES, INC. AND SUBSIDIARY~~

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

Three Months Ended
March 31,
2020 2019
(Dollars in thousands, except per share data)
Interest and dividend income
Interest and fees on loans $ 8,291
$ 7,902
Interest on debt securities:
Taxable 387
401
Tax exempt 157
131
Dividends 34
42
Interest on federal funds sold and overnight deposits 53
61
Interest on interest bearing deposits in banks 41
55
Total interest and dividend income 8,963
8,592
Interest expense
Interest on deposits 1,309
1,065
Interest on borrowed funds 148
162
Total interest expense 1,457
1,227
    Net interest income 7,506
7,365
Provision for loan losses 300
50
    Net interest income after provision for loan losses 7,206
7,315
Noninterest income
Trust income 173
168
Service fees 1,497
1,426
Net gains on sales of investment securities available-for-sale 11
4
Net gains on sales of loans held for sale 812
374
Net (loss) gain on other investments (124 ) 62
Other income 149
198
Total noninterest income 2,518
2,232
Noninterest expenses
Salaries and wages 3,121
2,798
Employee benefits 982
999
Occupancy expense, net 514
438
Equipment expense 740
565
Other expenses 1,815
1,727
Total noninterest expenses 7,172
6,527
        Income before provision for income taxes 2,552
3,020
Provision for income taxes 356
399
        Net income $ 2,196
$ 2,621
Earnings per common share $ 0.49
$ 0.59
Weighted average number of common shares outstanding 4,472,886
4,467,376
Dividends per common share $ 0.32
$ 0.31

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

~~UNION BANKSHARES, INC. AND SUBSIDIARY~~

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

Three Months Ended
March 31,
2020 2019
(Dollars in thousands)
Net income $ 2,196
$ 2,621
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 1,084
943
Reclassification adjustment for net gains on sales of investment securities available-for-sale realized in net income (9 ) (3 )
Total other comprehensive income 1,075
940
Total comprehensive income $ 3,271
$ 3,561

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 1

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)


	Three Months Ended March 31,
	2021		2020
	(Dollars in thousands, except per share data)
Interest and dividend income
Interest and fees on loans	$	8,885	$	8,291
Interest on debt securities:
Taxable	404		387
Tax exempt	151		157
Dividends	4		34
Interest on federal funds sold and overnight deposits	19		53
Interest on interest bearing deposits in banks	37		41
Total interest and dividend income	9,500		8,963
Interest expense
Interest on deposits	1,047		1,309
Interest on borrowed funds	54		148
Total interest expense	1,101		1,457
Net interest income	8,399		7,506
Provision for loan losses	150		300
Net interest income after provision for loan losses	8,249		7,206
Noninterest income
Trust income	185		173
Service fees	1,523		1,497
Net gains on sales of investment securities available-for-sale	0		11
Net gains on sales of loans held for sale	894		812
Net gain (loss) on other investments	44		(124)
Other (loss) income	(25)		149
Total noninterest income	2,621		2,518
Noninterest expenses
Salaries and wages	3,083		3,121
Employee benefits	1,169		982
Occupancy expense, net	477		514
Equipment expense	798		740
Other expenses	1,926		1,815
Total noninterest expenses	7,453		7,172
Income before provision for income taxes	3,417		2,552
Provision for income taxes	541		356
Net income	$	2,876	$	2,196
Earnings per common share	$	0.64	$	0.49
Weighted average number of common shares outstanding	4,480,339		4,472,886
Dividends per common share	$	0.33	$	0.32

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 2

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)


	Three Months Ended March 31,
	2021		2020
	(Dollars in thousands)
Net income	$	2,876	$	2,196
Other comprehensive (loss) income, net of tax:
Investment securities available-for-sale:
Net unrealized holding (losses) gains arising during the period on investment securities available-for-sale	(2,555)		1,084
Reclassification adjustment for net gains on sales of investment securities available-for-sale realized in net income	0		(9)






Total other comprehensive (loss) income	(2,555)		1,075
Total comprehensive income	$	321	$	3,271

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 Periods Ended March 31, 2021 and 2020
	Common Stock									Accumulated other comprehensive income
	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, 2020	4,480,100	$	9,910	$	1,393	$	71,097	$	(4,169)	$	2,636	$	80,867
Net income	—	—		—		2,876		—		—		2,876
Other comprehensive loss	—	—		—		—		—		(2,555)		(2,555)
Dividend reinvestment plan	451	—		8		—		4		—		12
Cash dividends declared ($0.33 per share)	—	—		—		(1,479)		—		—		(1,479)
Stock based compensation expense	—	—		92		—		—		—		92
Exercise of stock options	500	1		11		—		—		—		12
Purchase of treasury stock	(97)	—		—		—		(2)		—		(2)
Balances, March 31, 2021	4,480,954	$	9,911	$	1,504	$	72,494	$	(4,167)	$	81	$	79,823

Balances, December 31, 2019	4,471,977	$	9,897	$	1,124	$	64,019	$	(4,183)	$	986	$	71,843
Net income	—	—		—		2,196		—		—		2,196
Other comprehensive income	—	—		—		—		—		1,075		1,075
Dividend reinvestment plan	223	—		6		—		2		—		8
Cash dividends declared ($0.32 per share)	—	—		—		(1,432)		—		—		(1,432)
Stock based compensation expense	—	—		76		—		—		—		76
Exercise of stock options	1,000	2		20		—		—		—		22

Balances, March 31, 2020	4,473,200	$	9,899	$	1,226	$	64,783	$	(4,181)	$	2,061	$	73,788

Three Month Periods Ended March 31, 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 —
—
—
2,196
—
—
2,196
   Other comprehensive income —
—
—
—
—
1,075
1,075
   Dividend reinvestment plan 223
—
6
—
2
—
8
   Cash dividends declared
       ($0.32 per share)
—
—
—
(1,432 ) —
—
(1,432 )
   Stock based compensation expense —
—
76
—
—
—
76
   Exercise of stock options 1,000
2
20
—
—
—
22
Balances, March 31, 2020 4,473,200
$ 9,899
$ 1,226
$ 64,783
$ (4,181 ) $ 2,061
$ 73,788

Balances, December 31, 2018 4,466,679
$ 9,888
$ 894
$ 58,911
$ (4,179 ) $ (1,023 ) $ 64,491
   Net income —
—
—
2,621
—
—
2,621
   Other comprehensive income —
—
—
—
—
940
940
   Dividend reinvestment plan 246
—
10
—
2
—
12
   Cash dividends declared
($0.31 per share)
—
—
—
(1,385 ) —
—
(1,385 )
   Stock based compensation expense —
—
43
—
—
—
43
   Exercise of stock options 1,000
2
20
—
—
—
22
   Purchase of treasury stock (300 ) —
—
—
(13 ) —
(13 )
Balances, March 31, 2019 4,467,625
$ 9,890
$ 967
$ 60,147
$ (4,190 ) $ (83 ) $ 66,731

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)


	Three Months Ended March 31,
	2021		2020
Cash Flows From Operating Activities	(Dollars in thousands)
Net income	$	2,876	$	2,196
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation	459		476
Provision for loan losses	150		300
Deferred income tax provision	14		10
Net amortization of premiums on investment securities	168		113
Equity in losses of limited partnerships	262		188
Stock based compensation expense	92		76
Net decrease (increase) in unamortized loan costs	619		(13)
Proceeds from sales of loans held for sale	30,574		43,322
Origination of loans held for sale	(37,704)		(51,524)
Net gains on sales of loans held for sale	(894)		(812)

Net gains on sales of investment securities available-for-sale	0		(11)


Net gain on sales of other real estate owned	(11)		0
Net (gain) loss on other investments	(44)		124
Increase in accrued interest receivable	(95)		(275)
Amortization of core deposit intangible	43		43
(Increase) decrease in other assets	(412)		209

Decrease in other liabilities	(873)		(1,339)
Net cash used in operating activities	(4,776)		(6,917)
Cash Flows From Investing Activities
Interest bearing deposits in banks
Proceeds from maturities and redemptions	498		498
Purchases	(2,490)		0



Investment securities available-for-sale
Proceeds from sales	0		3,076
Proceeds from maturities, calls and paydowns	7,310		3,980
Purchases	(46,880)		(7,851)
Net purchases of other investments	(41)		(15)
Net increase in nonmarketable stock	0		(599)

Net increase in loans	(31,085)		(6,341)
Recoveries of loans charged off	8		23
Purchases of premises and equipment	(302)		(81)



Investments in limited partnerships	(700)		(826)

Proceeds from sales of other real estate owned	61		0

Net cash used in investing activities	(73,621)		(8,136)

Union Bankshares, Inc. Page 5

Three Months Ended
March 31,
2020 2019
Cash Flows From Operating Activities (Dollars in thousands)
Net income $ 2,196
$ 2,621
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation 476
337
Provision for loan losses 300
50
Deferred income tax provision 10
8
Net amortization of premiums on investment securities 113
87
Equity in losses of limited partnerships 188
162
Stock based compensation expense 76
43
Net increase in unamortized loan costs (13 ) (13 )
Proceeds from sales of loans held for sale 43,322
21,779
Origination of loans held for sale (51,524 ) (24,153 )
Net gains on sales of loans held for sale (812 ) (374 )
Net gains on sales of investment securities available-for-sale (11 ) (4 )
Decrease (increase) in other investments 109
(65 )
Increase in accrued interest receivable (275 ) (248 )
Amortization of core deposit intangible 43
43
Decrease in other assets 209
281
(Decrease) increase in other liabilities (1,339 ) 492
Net cash (used in) provided by operating activities (6,932 ) 1,046
Cash Flows From Investing Activities
Interest bearing deposits in banks
Proceeds from maturities and redemptions 498
996
Purchases —
(249 )
Investment securities available-for-sale
Proceeds from sales 3,076
6,510
Proceeds from maturities, calls and paydowns 3,980
1,580
Purchases (7,851 ) (13,092 )
Net increase in nonmarketable stock (599 ) (213 )
Net increase in loans (6,341 ) (7,578 )
Recoveries of loans charged off 23
4
Purchases of premises and equipment (81 ) (1,545 )
Investments in limited partnerships (826 ) (358 )
Net cash used in investing activities (8,121 ) (13,945 )


	Three Months Ended March 31,
	2021		2020

Cash Flows From Financing Activities	(Dollars in thousands)


Net increase in short-term borrowings outstanding	0		15,000
Net increase in noninterest bearing deposits	16,747		3,529
Net increase (decrease) in interest bearing deposits	11,591		(8,997)
Net decrease in time deposits	(14,749)		(2,499)
Issuance of common stock	12		22
Purchase of treasury stock	(2)		0
Dividends paid	(1,467)		(1,424)
Net cash provided by financing activities	12,132		5,631
Net decrease in cash and cash equivalents	(66,265)		(9,422)
Cash and cash equivalents
Beginning of period	122,771		51,134
End of period	$	56,506	$	41,712
Supplemental Disclosures of Cash Flow Information
Interest paid	$	1,122	$	1,925
Income taxes paid	$	0	$	0

Supplemental Schedule of Noncash Investing Activities



Investment in limited partnerships acquired by capital contributions payable	$	0	$	2,722



Dividends paid on Common Stock:
Dividends declared	$	1,479	$	1,432
Dividends reinvested	(12)		(8)
	$	1,467	$	1,424

Cash Flows From Financing Activities
Repayment of long-term debt —
(10,000 )
Net increase in short-term borrowings outstanding 15,000
19,963
Net increase (decrease) in noninterest bearing deposits 3,529
(5,133 )
Net decrease in interest bearing deposits (8,997 ) (18,825 )
Net (decrease) increase in time deposits (2,499 ) 17,561
Issuance of common stock 22
22
Purchase of treasury stock —
(13 )
Dividends paid (1,424 ) (1,373 )
Net cash provided by financing activities 5,631
2,202
Net decrease in cash and cash equivalents (9,422 ) (10,697 )
Cash and cash equivalents
Beginning of period 51,134
37,289
End of period $ 41,712
$ 26,592
Supplemental Disclosures of Cash Flow Information
Interest paid $ 1,925
$ 1,174
Income taxes paid $ —
$ —

Supplemental Schedule of Noncash Investing Activities
Investment in limited partnerships acquired by capital contributions payable $ 2,722
$ —
Right-of-use operating lease assets obtained in exchange for operating lease liabilities $ —
$ 2,002

Dividends paid on Common Stock:
Dividends declared $ 1,432
$ 1,385
Dividends reinvested (8 ) (12 )
$ 1,424
$ 1,373

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 March 31, ~~2020,~~2021, and for the three months ended March 31, ~~2020~~2021 and ~~2019~~,2020, 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, ~~2019~~ ~~(2019~~2020 (2020 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 ~~2019~~2020 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, ~~2020,~~2021, 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’~~stockholders’ 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 ~~2019~~2020 consolidated financial statements have been reclassified to conform to the ~~2020~~current year presentation.

~~On May 7, 2020,~~

Union Bankshares, Inc. ~~distributed its First Quarter 2020 unaudited Report to Shareholders presenting information concerning the Company's results of operations and financial condition~~ ~~for the three months ended March 31, 2020~~. Subsequent to the compilation of this report, the gain or loss on other investments has been reclassified from dividend income to noninterest income for both the March 31, 2020 and 2019 comparison periods.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			~~MBS:~~ICS:		~~Mortgage-backed security~~Insured Cash Sweeps of the Promontory Interfinancial Network
ALCO:			Asset Liability Committee			~~MSRs:~~IRS:		~~Mortgage servicing rights~~Internal Revenue Service
ALL:			Allowance for loan losses			~~OAO:~~MBS:		Mortgage-backed security
ASC:			Accounting Standards Codification			MSRs:		Mortgage servicing rights
ASU:			Accounting Standards Update			OAO:		Other assets owned
~~ASC:~~Board:			~~Accounting Standards Codification~~Board of Directors			OCI:		Other comprehensive income (loss)
~~ASU:~~bp or bps:			~~Accounting Standards Update~~Basis point(s)			OFAC:		U.S. Office of Foreign Assets Control
~~Board:~~			~~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~~	~~OTT:~~	~~Other-than-temporary~~
CARES Act:	Coronavirus Aid, Relief and Economic Security Act			~~Plan:~~OREO:			~~The Union Bank Pension Plan~~Other real estate owned
CDARS:			Certificate of Deposit Accounts Registry Service of the Promontory Interfinancial Network			~~PPP:~~OTTI:		~~Paycheck Protection Program~~Other-than-temporary impairment
Company:			Union Bankshares, Inc. and Subsidiary			~~PPPLF:~~OTT:		Other-than-temporary
COVID-19:			Novel Coronavirus			PPP:		Paycheck Protection Program
Dodd-Frank Act:			The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010			PPPLF:		PPP Liquidity Facility of the FRB
~~COVID-19:~~DRIP:			~~Novel Coronavirus~~Dividend Reinvestment Plan			RD:		USDA Rural Development
~~DRIP:~~FASB:			~~Dividend Reinvestment Plan~~			~~RSU:~~	~~Restricted Stock Unit~~
~~FASB:~~	Financial Accounting Standards Board	~~SBA:~~RSU:			Restricted Stock Unit
FDIC:			Federal Deposit Insurance Corporation			SBA:		U.S. Small Business Administration
~~FDIC:~~FHA:			U.S. Federal ~~Deposit Insurance Corporation~~Housing Administration			SEC:		U.S. Securities and Exchange Commission
~~FHA:~~FHLB:			~~U.S. Federal Housing Administration~~			~~TDR:~~	~~Troubled-debt restructuring~~
~~FHLB:~~	Federal Home Loan Bank of Boston	~~Union:~~TDR:			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			~~VA:~~USDA:			U.S. ~~Veterans Administration~~Department of Agriculture
GAAP:			Generally Accepted Accounting Principles in the United States			~~WHO:~~VA:		~~World Health Organization~~U.S. Veterans Administration
HTM:			Held-to-maturity			~~2008 ISO~~2014 Equity Plan:		~~2008~~2014 Equity 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~~	~~2019~~2020 Annual Report	Annual Report of Form 10-K for the year ended December 31, ~~2019~~
~~IRS:~~	~~Internal Revenue Service~~	~~2017 Tax Act:~~	~~Tax Cut and Jobs Act of 2017~~2020

Note 2. Risks and Uncertainties

~~The~~Significant progress has been made to combat the outbreak of ~~COVID-19~~COVID-19; however, the global pandemic has adversely impacted a broad range of industries in which the ~~Company’s~~Company's customers operate and could still impair their ability to fulfill their financial obligations to the Company. The ~~WHO has declared COVID-19~~Company’s business is dependent upon the willingness and ability of its employees and customers 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 disruptedconduct banking and other financial ~~activity~~transactions. While it appears that health and economic conditions are trending in a positive direction as of March 31, 2021, if there is a resurgence in the ~~areas in which~~virus, the Company ~~operates.~~could experience further adverse effects on its business, financial condition, results of operations and cash flows. While ~~there has been no~~it is not possible to know the full universe or extent that the impact of COVID-19, and any potential resulting measures to curtail its spread, will have on the Company's future operations, the Company is disclosing potentially material ~~impact to the Company’s employees to date, COVID-19 could also potentially create widespread operating issues for the Company.~~items of which it is aware.

Congress, the President, and the ~~FRB~~Federal Reserve have taken several actions designed to cushion the economic ~~fallout. Most notably,~~fallout of the pandemic. 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 iswas to ~~prevent a severe~~curb the 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~~sectors through programs like the ~~general impact of COVID-19, certain~~PPP. During December 2020, many provisions of the CARES Act ~~as well as other recent legislative~~were extended through the end of 2021. Additionally, The American Rescue Plan Act of 2021, a $1.9 trillion economic stimulus bill, was signed into law by the President. This package builds upon many of the measures in the CARES Act and ~~regulatory relief efforts are expected~~is intended to ~~have a material impact on~~speed up the ~~Company’s operations in future periods.~~recovery from the economic and health effects of COVID-19.

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 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

Union Bankshares, Inc. Page 8

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 could be reduced due~~Company has not yet experienced any charge-offs related to COVID-19. See Note 8. Should economic conditions worsen as a result of a resurgence in the virus and resulting measures to curtail its spread, the Company could experience increases in the required ALL and record additional provision for loan losses. The use of payment deferrals assisted the ratio of past due loans to total loans as well other asset quality ratios at March 31, 2021. It is possible that asset quality measures could worsen at future measurement periods if the effects of COVID-19 are prolonged.

In keeping with guidance from regulators, the Company ~~is working with COVID-19 affected customers~~continues to waive a variety of fees, including but not limited to, insufficient funds and overdraft fees, ATM fees and account maintenance fees. 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 expects to collect 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~~work with COVID-19 affected borrowers to defer their ~~loan~~principal payments, interest, and fees. While interest and fees ~~will still~~continue to accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, the related loans would be placed on nonaccrual status and 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

As of March 31, 2021, all of the Company's and Union's capital ratios were in excess of all regulatory requirements. While the Company believes ~~that~~ it has sufficient capital to withstand ~~an extended~~a double-dip economic recession brought about by a resurgence in COVID-19, ~~its~~the reported and regulatory capital ratios could be adversely impacted by further credit ~~losses.~~loss expense. 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 continues to analyze the Company's current capital levels and its 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.~~Company. 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 2021, primarily as a result of the deposit of PPP loan proceeds and government assistance payments under the CARES Act and The American Rescue Plan Act of 2021, the Company has experienced a significant increase in customer deposits.

Asset valuation

~~Currently,~~COVID-19 has not affected the ~~Company does not expect COVID-19 to affect its~~Company's ability to account timely for the assets on ~~its~~the 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~~an intangible asset impairment test, or both, resulting 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.

The Company does not anticipate significant changes in methodology used to determine the fair value of assets measured in accordance with GAAP. As of March 31, 2021, goodwill was not impaired and there was no impairment with respect to our intangible assets, premises and equipment or other long-lived assets.

Processes, controls and business continuity plan

The ~~Company~~Company’s preparedness efforts, coupled with quick and decisive plan implementation, has ~~implemented its Pandemic and Business Continuity Plans~~resulted in minimal impacts to ~~address the operating risks associated~~operations as a result of COVID-19. At March 31, 2021, several employees continue to work remotely with the global COVID-19 pandemic and has followed guidance as events evolved from the Centers for Disease Control & Prevention (CDC), the WHO and other available resources. Since enacting the Pandemic and Business Continuity Plans, the Company has taken a series of actionsno disruption to ~~safeguard its employees and customers while continuing to provide essential banking services to its communities.~~operations. The Company has 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.

On March 17, 2020, branch lobby service was limited to appointment-only, and new capabilities were implemented to execute lobby transactions electronically or via its drive-up facilities. Effective March 25, 2020, a "Stay Home, Stay Safe" emergency order issued in the State of Vermont resulted in branch lobbies being closed to all customers.

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. Nonot incurred additional material ~~operational or internal control challenges or risks~~cost related to ~~COVID-19 have been identified~~the remote working strategy to ~~date. The Company~~date, nor are material costs anticipated in future periods.

As of March 31, 2021, management does not anticipate significant challenges to its ability to maintain ~~its~~the 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~~constraint through the implementation of ~~its Pandemic and Business Continuity Plans.~~our 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~~executing a payment ~~deferrals~~deferral program for its ~~borrowers~~clients that are adversely affected by ~~the pandemic.~~COVID-19. 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~~days for the majority of ~~April 30, 2020,~~ the deferral requests. The Company ~~has~~had executed ~~335~~352 of these deferrals on outstanding loan balances of ~~$160.5 million.~~$167.2 million as of March 31, 2021. Of the total deferrals executed, 53 remained in effect on outstanding loan balances of $28.0 million as of March 31, 2021. In accordance with interagency guidance issued in March 2020 and updated in April 2020, and confirmed by the FASB, these short term deferrals are not considered ~~troubled debt restructurings.~~TDRs. In August

Union Bankshares, Inc. Page 9

2020, the federal banking regulators issued supplemental guidance for working with borrowers as their loans near the end of their accommodation period. It is also possible that in spite of our best efforts to assist our borrowers and achieve full collection of our investment, these deferred loans could result in future charge-offs with additional credit loss expense charged to earnings; however, the amount of any future charge-offs on deferred loans is unknown.

With the passage of the PPP, administered by the SBA, the Company ~~is actively participating in assisting~~assisted its customers with applications for resources through the program. PPP loans ~~have~~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 ~~earn interest at 1%.~~have not been extended to five years. The Company believes that a significant amount of these loans will ultimately be forgiven by the SBA during 2021 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~~losses 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.

Note 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 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.~~calculation for the three months ended March 31, 2021 or 2020.

Note 5. Recent Accounting Pronouncements

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 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, the ASU was to become effective forfiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption was 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. As the Company is a smaller reporting company, the delay 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 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 was effective for the Company on January 1, 2020 and 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 ASU was effective for the Company on January 1, 2020 and 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 guidance was subsequently amended following passage of the CARES Act, which included a provision for addressing certain COVID-19 related loan modifications. The 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 otherwise consider. The agencies confirmed with the staff of the 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)~~months or less) 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. ~~This~~The agencies supplemented their interagency guidance on August 3, 2020 to provide prudent risk management

Union Bankshares, Inc. Page 10

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 not expected to have a material impact on the Company’s financial ~~statements; however, this impact cannot be quantified at this time.~~statements.

~~Note 6. Goodwill and Other Intangible Assets~~

~~As a result of the 2011 Branch Acquisition, the Company recorded goodwill amounting to~~ ~~$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 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 $199 thousand and $242 thousand at March 31, 2020 and December 31, 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 March 31, 2020 and 2019. The amortization expense is included in Other expenses on the consolidated statements of income and is deductible for tax purposes. As of ~~March 31, 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 $ 128
2021 71
Total $ 199

Note 7.6. Investment Securities

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


March 31, 2021	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(Dollars in thousands)


U.S. Government-sponsored enterprises	$	17,131	$	57	$	(429)	$	16,759
Agency mortgage-backed	90,555		934		(2,122)		89,367
State and political subdivisions	26,322		1,166		(9)		27,479
Corporate	7,821		534		(29)		8,326
Total	$	141,829	$	2,691	$	(2,589)	$	141,931


December 31, 2020										December 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
											(Dollars in thousands)

March 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(Dollars in thousands)
Available-for-sale
Debt securities:
U.S. Government-sponsored enterprises	$	5,050	$	49	$	(42	)	$	5,057	U.S. Government-sponsored enterprises	$	6,462	$	137	$	(51)	$	6,548
Agency mortgage-backed	46,212		1,881		(14		)	48,079		Agency mortgage-backed	61,123		1,307		(78)		62,352
State and political subdivisions	27,767		611		(39		)	28,339		State and political subdivisions	27,025		1,439		(3)		28,461
Corporate	7,808		304		(140		)	7,972		Corporate	7,817		660		(75)		8,402
Total	$	86,837	$	2,845	$	(235	)	$	89,447	Total	$	102,427	$	3,543	$	(207)	$	105,763

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

There were no0 investment securities HTM at March 31, ~~2020~~2021 or December 31, ~~2019.~~2020. There were no0 investment securities pledged as collateral at March 31, ~~2020~~2021 or December 31, ~~2019.~~2020.

The amortized cost and estimated fair value of debt securities by contractual scheduled maturity as of March 31, ~~2020~~2021 were as follows:


	Amortized Cost		Fair Value
Available-for-sale	(Dollars in thousands)

Due from one to five years	$	6,477	$	6,827
Due from five to ten years	24,958		25,189
Due after ten years	19,839		20,548
	51,274		52,564
Agency mortgage-backed	90,555		89,367
Total debt securities available-for-sale	$	141,829	$	141,931

Amortized
Cost
Fair
Value
Available-for-sale (Dollars in thousands)
Due in one year or less $ 940
$ 947
Due from one to five years 3,679
3,784
Due from five to ten years 14,136
14,406
Due after ten years 21,870
22,231
40,625
41,368
Agency mortgage-backed 46,212
48,079
Total debt securities available-for-sale $ 86,837
$ 89,447

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.

Union Bankshares, Inc. Page 11

Information pertaining to all ~~investment~~debt securities AFS 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:


March 31, 2021	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)

U.S. Government- sponsored enterprises	20	$	12,505	$	(398)	8	$	1,579	$	(31)	28	$	14,084	$	(429)
Agency mortgage-backed	35	62,192		(2,121)		1	68		(1)		36	62,260		(2,122)
State and political subdivisions	1	567		(9)		0	0		0		1	567		(9)
Corporate	0	0		0		2	972		(29)		2	972		(29)


Total	56	$	75,264	$	(2,528)	11	$	2,619	$	(61)	67	$	77,883	$	(2,589)


December 31, 2020																			December 31, 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)
March 31, 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	2	$	1,112	$	(3	)	7	$	1,614	$	(39	)	9	$	2,726	$	(42	)	U.S. Government- sponsored enterprises	15	$	2,005	$	(16)	8	$	1,661	$	(35)	23	$	3,666	$	(51)
Agency mortgage-backed	—	—		—			1	703		(14		)	1	703		(14		)	Agency mortgage-backed	19	21,698		(78)		0	0		0		19	21,698		(78)
State and political subdivisions	10	4,923		(39		)	—	—		—			10	4,923		(39		)	State and political subdivisions	1	575		(3)		0	0		0		1	575		(3)
Corporate	1	497		(3		)	3	1,363		(137		)	4	1,860		(140		)	Corporate	0	0		0		3	1,424		(75)		3	1,424		(75)

Total	13	$	6,532	$	(45	)	11	$	3,680	$	(190	)	24	$	10,212	$	(235	)	Total	35	$	24,278	$	(97)	11	$	3,085	$	(110)	46	$	27,363	$	(207)

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
(Dollars in thousands)
Debt securities:
U.S. Government-
sponsored enterprises
4
$ 2,376
$ (22 ) 8
$ 2,772
$ (54 ) 12
$ 5,148
$ (76 )
Agency mortgage-backed 8
6,193
(38 ) 8
4,861
(43 ) 16
11,054
(81 )
State and political
subdivisions
9
3,813
(38 ) 1
304
(1 ) 10
4,117
(39 )
Corporate —
—
—
3
1,430
(70 ) 3
1,430
(70 )
Total 21
$ 12,382
$ (98 ) 20
$ 9,367
$ (168 ) 41
$ 21,749
$ (266 )

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 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;~~

•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 March 31, ~~2020~~2021 and December 31, ~~2019~~2020 for the foreseeable ~~future~~future. The decline in value is the result of market conditions and nonot attributable to credit quality in the investment securities and 0 declines were deemed by management to be OTT.

Union Bankshares, Inc. Page 12

There were 0 sales of AFS securities during the three months ended March 31, 2021. The following table presents the proceeds, gross realized gains and gross realized losses from the sales of AFS ~~securities:~~securities for the three months ended March 31, 2020:




	For The Three Months Ended March 31, 2020

	(Dollars in thousands)
Proceeds	$	3,076

Gross gains	32
Gross losses	(21)
Net gains on sales of investment securities AFS	$	11

For The Three Months Ended March 31, 2020 For The Three Months Ended March 31, 2019
(Dollars in thousands)
Proceeds $ 3,076
$ 6,510

Gross gains 32
38
Gross losses (21 ) (34 )
Net gains on sales of investment securities AFS $ 11
$ 4

Note 8.7. 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.

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


	March 31, 2021		December 31, 2020
	(Dollars in thousands)
Residential real estate	$	206,562	$	183,166
Construction real estate	65,470		57,417
Commercial real estate	317,739		320,627
Commercial	118,321		108,861
Consumer	2,532		2,601
Municipal	91,630		98,497
Gross loans	802,254		771,169
Allowance for loan losses	(8,429)		(8,271)
Net deferred loan fees	(765)		(146)
Net loans	$	793,060	$	762,752

There were 803 and 679 PPP loans totaling $77.2 million and $66.2 million classified as commercial loans as of March 31, 2021 and December 31, 2020, respectively. Origination fees received from the SBA on these PPP loans totaled $3.1 million and $2.4 million at March 31, 2021 and December 31, 2020, respectively, and will be amortized over the respective lives of the loans. PPP loan origination fees of $668 thousand were recognized in earnings during the three months ended March 31, 2021.

Union Bankshares, Inc. Page 13

March 31,
2020 December 31,
2019
(Dollars in thousands)
Residential real estate $ 190,420
$ 192,125
Construction real estate 54,207
69,617
Commercial real estate 304,204
289,883
Commercial 47,633
47,699
Consumer 3,460
3,562
Municipal 76,607
67,358
Gross loans 676,531
670,244
Allowance for loan losses (6,391 ) (6,122 )
Net deferred loan costs 1,056
1,043
Net loans $ 671,196
$ 665,165

Qualifying residential first mortgage loans and certain commercial real estate loans with aan aggregate carrying value of ~~$221.8~~$203.8 million and ~~$207.7~~$210.0 million were pledged as collateral for borrowings from the FHLB under a blanket lien at March 31, ~~2020~~2021 and December 31, ~~2019~~,2020, respectively.

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


March 31, 2021	Current		30-59 Days		60-89 Days		90 Days and Over and Accruing		Nonaccrual		Total
	(Dollars in thousands)
Residential real estate	$	202,910	$	2,253	$	34	$	244	$	1,121	$	206,562
Construction real estate	65,243		10		52		19		146		65,470
Commercial real estate	313,124		6		0		0		4,609		317,739
Commercial	118,319		0		0		0		2		118,321
Consumer	2,532		0		0		0		0		2,532
Municipal	91,630		0		0		0		0		91,630
Total	$	793,758	$	2,269	$	86	$	263	$	5,878	$	802,254


March 31, 2020	Current		30-59 Days		60-89 Days		90 Days and Over and Accruing		Nonaccrual		Total
December 31, 2020													December 31, 2020	Current		30-59 Days		60-89 Days		90 Days and Over and Accruing		Nonaccrual		Total
	(Dollars in thousands)													(Dollars in thousands)
Residential real estate	$	185,549	$	3,305	$	35	$	1,233	$	298	$	190,420	Residential real estate	$	179,794	$	2,166	$	211	$	368	$	627	$	183,166
Construction real estate	53,550		263		—		369		25		54,207		Construction real estate	57,116		70		67		143		21		57,417
Commercial real estate	300,689		1,576		—		73		1,866		304,204		Commercial real estate	317,748		1,130		0		0		1,749		320,627
Commercial	47,541		29		—		45		18		47,633		Commercial	108,749		99		0		0		13		108,861
Consumer	3,445		6		5		2		2		3,460		Consumer	2,595		6		0		0		0		2,601
Municipal	76,571		36		—		—		—		76,607		Municipal	98,497		0		0		0		0		98,497
Total	$	667,345	$	5,215	$	40	$	1,722	$	2,209	$	676,531	Total	$	764,499	$	3,471	$	278	$	511	$	2,410	$	771,169

December 31, 2019 Current 30-59 Days 60-89 Days 90 Days and Over and Accruing Nonaccrual Total
(Dollars in thousands)
Residential real estate $ 187,022
$ 2,716
$ 1,304
$ 811
$ 272
$ 192,125
Construction real estate 68,731
470
19
368
29
69,617
Commercial real estate 286,795
940
150
—
1,998
289,883
Commercial 47,673
—
5
—
21
47,699
Consumer 3,532
21
6
��
3
3,562
Municipal 67,358
—
—
—
—
67,358
Total $ 661,111
$ 4,147
$ 1,484
$ 1,179
$ 2,323
$ 670,244

There ~~was one residential real estate loan totaling $50 thousand~~were 0 loans in process of foreclosure at March 31, ~~2020 and two residential real estate loans totaling $64 thousand in process of foreclosure at~~2021 or December 31, ~~2019. In April 2020,~~2020. A moratorium on residential mortgage foreclosures instituted by the State of Vermont ~~issued a temporary moratorium on foreclosure actions until the end of~~in April 2020 related to the COVID-19 ~~emergency period.~~pandemic remained in effect as of March 31, 2021. Aggregate interest on nonaccrual loans not recognized was ~~$280~~$466 thousand as of March 31, ~~2020~~2021 and ~~$271~~$420 thousand as of December 31, ~~2019~~.2020.

Note 9.8. 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 first quarter of ~~2020.~~2021. 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

Union Bankshares, Inc. Page 14

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 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.

Union Bankshares, Inc. Page 15

Changes in the ALL, by class of loans, for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 were as follows:



For The Three Months Ended March 31, 2021	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
	(Dollars in thousands)
Balance, December 31, 2020	$	1,776	$	763	$	4,199	$	458	$	15	$	214	$	846	$	8,271
Provision (credit) for loan losses	212		118		(66)		(15)		(2)		(15)		(82)		150
Recoveries of amounts charged off	8		0		0		0		0		0		0		8
	1,996		881		4,133		443		13		199		764		8,429
Amounts charged off	0		0		0		0		0		0		0		0
Balance, March 31, 2021	$	1,996	$	881	$	4,133	$	443	$	13	$	199	$	764	$	8,429

For The Three Months Ended March 31, 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 98
(152 ) 335
13
—
9
(3 ) 300
Recoveries of amounts charged off 23
—
—
—
—
—
—
23
1,513
622
3,513
407
23
85
282
6,445
Amounts charged off —
—
(54 ) —
—
—
—
(54 )
Balance, March 31, 2020 $ 1,513
$ 622
$ 3,459
$ 407
$ 23
$ 85
$ 282
$ 6,391

For The Three Months Ended March 31, 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 37
26
(70 ) 177
2
10
(132 ) 50
Recoveries of amounts charged off —
—
—
1
3
—
—
4
1,405
643
2,863
532
28
92
230
5,793
Amounts charged off (16 ) —
—
(200 ) (5 ) —
—
(221 )
Balance, March 31, 2019 $ 1,389
$ 643
$ 2,863
$ 332
$ 23
$ 92
$ 230
$ 5,572



For The Three Months Ended March 31, 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	98		(152)		335		13		0		9		(3)		300
Recoveries of amounts charged off	23		0		0		0		0		0		0		23
	1,513		622		3,513		407		23		85		282		6,445
Amounts charged off	0		0		(54)		0		0		0		0		(54)
Balance, March 31, 2020	$	1,513	$	622	$	3,459	$	407	$	23	$	85	$	282	$	6,391

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:


March 31, 2021	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
	(Dollars in thousands)
Individually evaluated for impairment	$	27	$	0	$	31	$	0	$	0	$	0	$	0	$	58
Collectively evaluated for impairment	1,969		881		4,102		443		13		199		764		8,371
Total allocated	$	1,996	$	881	$	4,133	$	443	$	13	$	199	$	764	$	8,429


March 31, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
December 31, 2020																	December 31, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
	(Dollars in thousands)																	(Dollars in thousands)
Individually evaluated for impairment	$	68	$	—	$	133	$	7	$	—	$	—	$	—	$	208	Individually evaluated for impairment	$	30	$	0	$	21	$	7	$	0	$	0	$	0	$	58
Collectively evaluated for impairment	1,445		622		3,326		400		23		85		282		6,183		Collectively evaluated for impairment	1,746		763		4,178		451		15		214		846		8,213
Total allocated	$	1,513	$	622	$	3,459	$	407	$	23	$	85	$	282	$	6,391	Total allocated	$	1,776	$	763	$	4,199	$	458	$	15	$	214	$	846	$	8,271

Union Bankshares, Inc. Page 16

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

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:


March 31, 2021	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
	(Dollars in thousands)
Individually evaluated for impairment	$	1,740	$	210	$	5,275	$	170	$	0	$	0	$	7,395
Collectively evaluated for impairment	204,822		65,260		312,464		118,151		2,532		91,630		794,859


Total	$	206,562	$	65,470	$	317,739	$	118,321	$	2,532	$	91,630	$	802,254


March 31, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
December 31, 2020															December 31, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
	(Dollars in thousands)															(Dollars in thousands)
Individually evaluated for impairment	$	1,488	$	218	$	3,158	$	280	$	—	$	—	$	5,144	Individually evaluated for impairment	$	1,782	$	210	$	2,422	$	207	$	0	$	0	$	4,621
Collectively evaluated for impairment	188,932		53,989		301,046		47,353		3,460		76,607		671,387		Collectively evaluated for impairment	181,384		57,207		318,205		108,654		2,601		98,497		766,548

Total	$	190,420	$	54,207	$	304,204	$	47,633	$	3,460	$	76,607	$	676,531	Total	$	183,166	$	57,417	$	320,627	$	108,861	$	2,601	$	98,497	$	771,169

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

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:


March 31, 2021	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
	(Dollars in thousands)
Pass	$	189,900	$	46,150	$	168,141	$	108,646	$	2,522	$	91,630	$	606,989
Satisfactory/Monitor	13,280		19,091		143,075		9,411		10		0		184,867
Substandard	3,382		229		6,523		264		0		0		10,398


Total	$	206,562	$	65,470	$	317,739	$	118,321	$	2,532	$	91,630	$	802,254

Union Bankshares, Inc. Page 17


March 31, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
December 31, 2020															December 31, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
	(Dollars in thousands)															(Dollars in thousands)
Pass	$	172,425	$	33,632	$	174,365	$	35,464	$	3,364	$	76,607	$	495,857	Pass	$	166,119	$	42,853	$	172,048	$	98,314	$	2,595	$	98,497	$	580,426
Satisfactory/Monitor	15,078		20,091		125,767		11,595		91		—		172,622		Satisfactory/Monitor	13,756		14,319		144,784		10,116		6		0		182,981
Substandard	2,917		484		4,072		574		5		—		8,052		Substandard	3,291		245		3,795		431		0		0		7,762

Total	$	190,420	$	54,207	$	304,204	$	47,633	$	3,460	$	76,607	$	676,531	Total	$	183,166	$	57,417	$	320,627	$	108,861	$	2,601	$	98,497	$	771,169

December 31, 2019 Residential Real Estate Construction Real Estate Commercial Real Estate Commercial Consumer Municipal Total
(Dollars in thousands)
Pass $ 174,798
$ 47,326
$ 168,654
$ 35,625
$ 3,499
$ 67,358
$ 497,260
Satisfactory/Monitor 14,520
21,819
117,004
10,974
57
—
164,374
Substandard 2,807
472
4,225
1,100
6
—
8,610
Total $ 192,125
$ 69,617
$ 289,883
$ 47,699
$ 3,562
$ 67,358
$ 670,244

The following tables provide information with respect to impaired loans by class of loan as of and for the three months ended March 31, ~~2020~~2021 and March 31, ~~2019:~~2020:


	As of March 31, 2020						For The Three Months Ended March 31, 2020					As of March 31, 2021						For The Three Months Ended March 31, 2021
	Recorded Investment (1)		Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized			Recorded Investment (1)		Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)											(Dollars in thousands)
Residential real estate	$	216	$	226	$	68					Residential real estate	$	205	$	215	$	27

Commercial real estate	1,746		1,781		133						Commercial real estate	1,617		1,771		31
Commercial	25		27		7

With an allowance recorded	1,987		2,034		208						With an allowance recorded	1,822		1,986		58

Residential real estate	1,272		1,818		—						Residential real estate	1,535		2,118		—
Construction real estate	218		237		—						Construction real estate	210		230		—
Commercial real estate	1,412		1,509		—						Commercial real estate	3,658		3,761		—
Commercial	255		257		—						Commercial	170		173		—
With no allowance recorded	3,157		3,821		—						With no allowance recorded	5,573		6,282		—

Residential real estate	1,488		2,044		68		$	1,502	$	19	Residential real estate	1,740		2,333		27		$	1,761	$	55
Construction real estate	218		237		—		220		1		Construction real estate	210		230		0		210		1
Commercial real estate	3,158		3,290		133		3,181		22		Commercial real estate	5,275		5,532		31		3,849		13
Commercial	280		284		7		290		7		Commercial	170		173		0		184		5
Total	$	5,144	$	5,855	$	208	$	5,193	$	49	Total	$	7,395	$	8,268	$	58	$	6,004	$	74

____________________


~~(1)~~	~~Does not reflect government guaranties on impaired loans as of March 31, 2020 totaling $570 thousand.~~

(1)Does not reflect government guaranties on impaired loans as of March 31, 2021 totaling $489 thousand.


	As of March 31, 2019						For The Three Months Ended March 31, 2019					As of March 31, 2020						For The Three Months Ended March 31, 2020
	Recorded Investment (1)		Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized			Recorded Investment (1)		Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)											(Dollars in thousands)
Residential real estate	$	1,720	$	2,344	$	46	$	1,699	$	19	Residential real estate	$	1,488	$	2,044	$	68	$	1,502	$	19
Construction real estate	114		131		—		116		1		Construction real estate	218		237		0		220		1
Commercial real estate	1,669		1,761		11		1,973		40		Commercial real estate	3,158		3,290		133		3,181		22
Commercial	340		342		10		346		5		Commercial	280		284		7		290		7
Total	$	3,843	$	4,578	$	67	$	4,134	$	65	Total	$	5,144	$	5,855	$	208	$	5,193	$	49

____________________


~~(1)~~	~~Does not reflect government guaranties on impaired loans as of March 31, 2019 totaling $630 thousand.~~

(1)Does not reflect government guaranties on impaired loans as of March 31, 2020 totaling $570 thousand.

Union Bankshares, Inc. Page 18

The following table provides information with respect to impaired loans by class of loan as of December 31, ~~2019~~:2020:


	December 31, 2019							December 31, 2020
	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	$	218	$	228	$	39	Residential real estate	$	208	$	218	$	30

Commercial real estate	1,762		1,783		149		Commercial real estate	1,634		1,774		21
Commercial	11		12		8		Commercial	9		11		7
With an allowance recorded	1,991		2,023		196		With an allowance recorded	1,851		2,003		58

Residential real estate	1,297		1,832		—		Residential real estate	1,574		2,182		—
Construction real estate	223		241		—		Construction real estate	210		231		—
Commercial real estate	1,442		1,539		—		Commercial real estate	788		890		—
Commercial	288		290		—		Commercial	198		200		—
With no allowance recorded	3,250		3,902		—		With no allowance recorded	2,770		3,503		—

Residential real estate	1,515		2,060		39		Residential real estate	1,782		2,400		30
Construction real estate	223		241		—		Construction real estate	210		231		0
Commercial real estate	3,204		3,322		149		Commercial real estate	2,422		2,664		21
Commercial	299		302		8		Commercial	207		211		7
Total	$	5,241	$	5,925	$	196	Total	$	4,621	$	5,506	$	58

____________________


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

(1)Does not reflect government guaranties on impaired loans as of December 31, 2020 totaling $514 thousand.

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


	March 31, 2021			December 31, 2020
	Number of Loans	Principal Balance		Number of Loans	Principal Balance
	(Dollars in thousands)
Residential real estate	30	$	1,740	32	$	1,782
Construction real estate	2	85		2	87
Commercial real estate	6	771		6	788
Commercial	4	170		5	207
Total	42	$	2,766	45	$	2,864

March 31, 2020 December 31, 2019
Number of Loans Principal Balance Number of Loans Principal Balance
(Dollars in thousands)
Residential real estate 25
$ 1,488
25
$ 1,515
Construction real estate 2
96
2
100
Commercial real estate 8
950
8
966
Commercial 5
271
5
290
Total 40
$ 2,805
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~~

There was 0 new TDR activity for the three months ended March 31, ~~2020 and~~ ~~2019~~:

New TDRs During the New TDRs During the
Three Months Ended March 31, 2020 Three Months Ended March 31, 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

2021 or 2020.

There were no0 TDR loans modified within the previous twelve months that subsequently defaulted during the three months ended March 31, ~~2020~~2021 or ~~2019.~~2020. 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 short-term modifications made into loans to ~~a borrower~~borrowers affected by the COVID-19 pandemic and government shutdown orders would not be considered ~~a TDR~~TDRs under specified circumstances (See ~~Note 2)~~Notes 2 and 5). ~~As of April 30, 2020,~~Through March 31, 2021, the Company ~~has~~had executed ~~335 of these~~ modifications under this guidance on outstanding loan balances of ~~$160.5~~$167.2 million that carried accrued interest of $1.1 million. Of the total modifications executed, outstanding loan balances of $28.0 million remained subject to modified terms and carried accrued interest of $287 thousand as of March 31, 2021. The Company intends to continue to follow the guidance of the banking regulators in making TDR determinations.

Union Bankshares, Inc. Page 19

At March 31, ~~2020~~2021 and December 31, ~~2019~~,2020, the Company was not committed to lend any additional funds to borrowers whose loans were nonperforming, impaired or restructured.

Note ~~10.~~9. Stock Based Compensation

Under the Union Bankshares, Inc. 2014 Equity Incentive Plan, 50,000 shares of the Company’s common stock 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 March 31, ~~2020,~~2021, there were outstanding grants of RSUs and incentive stock options under the 2014 Equity Plan with respect to an aggregate of ~~15,971~~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 ~~2019~~2020 Annual Report. Prior to vesting, the RSUs do not earn dividends or dividend equivalents, nor do they bear any voting rights.

The following table summarizes the RSUs awarded to Company executives in ~~2018,~~ 2019, 2020 and ~~2020,~~2021, and the number of such RSUs remaining unvested as of March 31, ~~2020:~~2021:


						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
2018 Award	3,225	$	52.95	433
2019 Award	3,734	47.75		2,120	2019 Award	3,734	$	47.75	500
2020 Award	8,918	$	36.26	8,918	2020 Award	8,918	36.26		5,139
2021 Award					2021 Award	17,685	26.73		17,685
Total	15,877			11,471	Total	30,337			23,324

Unrecognized compensation expense related to the unvested RSUs as of March 31, 2021 and 2020 ~~and 2019~~ was ~~$167~~$471 thousand and ~~$254~~$167 thousand, respectively.

On ~~April 15,~~May 22, 2020, the Compensation Committee adopted criteria for provisional 2021 RSU awards, including performance goals, with one half of the 2021 grants to be in the form of Time-Based RSUs and one-half in the form of Performance-Based RSUs. 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 15,751 RSUs would

be granted in 2021. However, actual awards will be subject to Compensation Committee approval and made in the first quarter of 2021, with the number of RSUs actually granted to be determined based on 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 number of potential grantees for 2021 RSU awards is 15, compared to seven grantees in 2020 and prior years. As of March 31, 2020, the estimated unrecognized executive compensation expense related to the modeled 2021 target level RSU grants, based on the April 15, 2020 closing market price of the Company's stock, would be $294 thousand.

~~On May 15, 2019,~~ 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 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 March 31, ~~2020~~2021 was $7 thousand.

Stock options. As of March 31, ~~2020, 4,500~~2021, 4,000 incentive stock options granted in December 2014 under the 2014 Equity Plan remained outstanding and exercisable and will expire in December 2021. ~~There was no unrecognized compensation expense related to those options as of March 31, 2020.~~ The intrinsic value of those options was ~~$0 due to the stock options not being in the money~~$24 thousand as of March 31, ~~2020.~~

2021. During the ~~quarter~~three months ended March 31, ~~2020, 1,000~~2021, 500 incentive stock options ~~granted~~ under the ~~2008 ISO~~2014 Equity Plan were exercised. There ~~are no remaining options outstanding under the 2008 ISO Plan. There~~ was no0 unrecognized compensation expense related to ~~those~~the remaining options as of March 31, ~~2020.~~2021.

Note ~~11.~~10. Other Comprehensive Income

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:


	March 31, 2021		December 31, 2020
	(Dollars in thousands)
Net unrealized gain on investment securities available-for-sale	$	81	$	2,636

Union Bankshares, Inc. Page 20

March 31, 2020 December 31, 2019
(Dollars in thousands)
Net unrealized gain on investment securities available-for-sale $ 2,061
$ 986

The following tables disclose the tax effects allocated to each component of OCI for the three months ended March 31:

Three Months Ended
March 31, 2020 March 31, 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 $ 1,372
$ (288 ) $ 1,084
$ 1,194
$ (251 ) $ 943
Reclassification adjustment for net gains on investment securities available-for-sale realized in net income (11 ) 2
(9 ) (4 ) 1
(3 )
Total other comprehensive income $ 1,361
$ (286 ) $ 1,075
$ 1,190
$ (250 ) $ 940


	Three Months Ended
	March 31, 2021						March 31, 2020
	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 (losses) gains arising during the period on investment securities available-for-sale	$	(3,234)	$	679	$	(2,555)	$	1,372	$	(288)	$	1,084
Reclassification adjustment for net gains on investment securities available-for-sale realized in net income	0		0		0		(11)		2		(9)






Total other comprehensive (loss) income	$	(3,234)	$	679	$	(2,555)	$	1,361	$	(286)	$	1,075

There were 0 reclassification adjustments from OCI for the three months ended March 31, 2021. The following table discloses information concerning reclassification adjustments from OCI for the three months ended March 31, ~~2020 and 2019:~~2020:

Three Months Ended

Reclassification Adjustment Description

March 31, 2020

Affected Line Item in
Consolidated Statement of Income

(Dollars in thousands)

Investment securities available-for-sale:

Net gains on investment securities available-for-sale

(11)

Net gains on sales of investment securities available-for-sale

Tax expense

Provision for income taxes

Total reclassifications

(9)

Net income

Three Months Ended
Reclassification Adjustment Description March 31, 2020 March 31, 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 $ (11 ) $ (4 ) Net gains on sales of investment securities available-for-sale
Tax expense 2
1
Provision for income taxes
Total reclassifications $ (9 ) $ (3 ) Net income

Note ~~12.~~11. 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 21

Assets measured at fair value on a recurring basis at March 31, ~~2020~~2021 and December 31, ~~2019~~,2020, 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)
March 31, 2021:	(Dollars in thousands)
Debt securities AFS:
U.S. Government-sponsored enterprises	$	16,759	$	0	$	16,759	$	0
Agency mortgage-backed	89,367		0		89,367		0
State and political subdivisions	27,479		0		27,479		0
Corporate	8,326		0		8,326		0
Total debt securities	$	141,931	$	0	$	141,931	$	0


Other investments:
Mutual funds	$	1,132	$	1,132	$	0	$	0


December 31, 2020:
Debt securities AFS:
U.S. Government-sponsored enterprises	$	6,548	$	0	$	6,548	$	0
Agency mortgage-backed	62,352		0		62,352		0
State and political subdivisions	28,461		0		28,461		0
Corporate	8,402		0		8,402		0
Total debt securities	$	105,763	$	0	$	105,763	$	0


Other investments:
Mutual funds	$	1,047	$	1,047	$	0	$	—

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)
March 31, 2020: (Dollars in thousands)
Debt securities AFS:
U.S. Government-sponsored enterprises $ 5,057
$ —
$ 5,057
$ —
Agency mortgage-backed 48,079
—
48,079
—
State and political subdivisions 28,339
—
28,339
—
Corporate 7,972
—
7,972
—
Total debt securities $ 89,447
$ —
$ 89,447
$ —

Other investments:
Mutual funds $ 581
$ 581
$ —
$ —

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
$ —
$ —

There were no transfers in or out of Levels 1 and 2 during the three months ended March 31, 2021 or the year ended December 31, 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 March 31, ~~2020~~2021 or December 31, ~~2019~~.2020. 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 22

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


	March 31, 2021
	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	$	56,506	$	56,506	$	56,506	$	0	$	0
Interest bearing deposits in banks	14,691		14,691		0		14,691		0
Investment securities	143,063		143,063		1,132		141,931		0
Loans held for sale	40,212		41,101		0		41,101		0
Loans, net
Residential real estate	204,369		208,056		0		0		208,056
Construction real estate	64,526		64,766		0		0		64,766
Commercial real estate	312,539		316,520		0		0		316,520
Commercial	117,765		116,041		0		0		116,041
Consumer	2,517		2,492		0		0		2,492
Municipal	91,344		91,833		0		0		91,833
Accrued interest receivable	4,224		4,224		0		485		3,739
Nonmarketable equity securities	1,150		N/A		N/A		N/A		N/A
Financial liabilities
Deposits
Noninterest bearing	$	231,992	$	231,992	$	231,992	$	0	$	0
Interest bearing	648,960		648,960		648,960		0		0
Time	126,939		127,530		0		127,530		0
Borrowed funds

Long-term	7,164		7,535		0		7,535		0
Accrued interest payable	87		87		0		87		0

Union Bankshares, Inc. Page 23

March 31, 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 $ 41,712
$ 41,712
$ 41,712
$ —
$ —
Interest bearing deposits in banks 6,067
6,247
—
6,247
—
Investment securities 90,028
90,028
581
89,447
—
Loans held for sale 16,456
16,887
—
16,887
—
Loans, net
Residential real estate 189,204
191,802
—
—
191,802
Construction real estate 53,670
53,172
—
—
53,172
Commercial real estate 300,938
302,181
—
—
302,181
Commercial 47,300
46,065
—
—
46,065
Consumer 3,442
3,395
—
—
3,395
Municipal 76,642
75,345
—
—
75,345
Accrued interest receivable 2,702
2,702
—
443
2,259
Nonmarketable equity securities 3,205
N/A
N/A
N/A
N/A
Financial liabilities
Deposits
Noninterest bearing $ 139,963
$ 139,963
$ 139,963
$ —
$ —
Interest bearing 449,943
449,943
449,943
—
—
Time 146,154
147,443
—
147,443
—
Borrowed funds
Short-term 55,000
55,031
—
55,031
—
Long-term 7,164
7,155
—
7,155
—
Accrued interest payable 204
204
—
204
—


	December 31, 2019											December 31, 2020
	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	$	51,134	$	51,134	$	51,134	$	—	$	—	Cash and cash equivalents	$	122,771	$	122,771	$	122,771	$	0	$	0
Interest bearing deposits in banks	6,565		6,671		—		6,671		—		Interest bearing deposits in banks	12,699		12,699		0		12,699		0
Investment securities	88,083		88,083		690		87,393		—		Investment securities	106,810		106,810		1,047		105,763		0
Loans held for sale	7,442		7,587		—		7,587		—		Loans held for sale	32,188		33,437		0		33,437		0
Loans, net											Loans, net
Residential real estate	191,032		192,955		—		—		192,955		Residential real estate	181,355		185,890		0		0		185,890
Construction real estate	68,951		68,381		—		—		68,381		Construction real estate	56,643		56,882		0		0		56,882
Commercial real estate	286,871		288,931		—		—		288,931		Commercial real estate	315,522		324,085		0		0		324,085
Commercial	47,379		45,872		—		—		45,872		Commercial	108,382		106,358		0		0		106,358
Consumer	3,545		3,483		—		—		3,483		Consumer	2,586		2,557		0		0		2,557
Municipal	67,387		67,103		—		—		67,103		Municipal	98,264		98,973		0		0		98,973
Accrued interest receivable	2,702		2,702		—		435		2,267		Accrued interest receivable	4,129		4,129		0		446		3,683
Nonmarketable equity securities	2,607		N/A		N/A		N/A		N/A		Nonmarketable equity securities	1,150		N/A
Financial liabilities											Financial liabilities
Deposits											Deposits
Noninterest bearing	$	136,434	$	136,434	$	136,434	$	—	$	—	Noninterest bearing	$	215,245	$	215,245	$	215,245	$	0	$	0
Interest bearing	458,940		458,940		458,940		—		—		Interest bearing	637,369		637,369		637,369		0		0
Time	148,653		148,542		—		148,542		—		Time	141,688		142,605		0		142,605		0
Borrowed funds											Borrowed funds
Short-term	40,000		40,000		40,000		—		—

Long-term	7,164		7,416		—		7,416		—		Long-term	7,164		7,585		0		7,585		0
Accrued interest payable	673		673		—		673		—		Accrued interest payable	108		108		0		108		0

The carrying amounts in the preceding tables are included in the consolidated balance sheets under the applicable captions. Accrued interest receivable and nonmarketable equity securities are included in Other assets in the consolidated balance sheets.

Note ~~13.~~12. 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 March 31, ~~2020~~2021 have been evaluated as to their potential impact to the consolidated financial statements.

On April 3, 2020, Union began its participation in the PPP initiated by the SBA as part of the CARES Act. As of April 30, 2020, Union had submitted and received approval for 626 applications in excess of $66.7 million in PPP loans. The PPP loans are required to be closed and disbursed to the borrowers within 10 calendar days of receiving approval from the SBA. The interest rate on the PPP loans is 1.0% with a maximum maturity date of two years from disbursement. Borrowers receiving PPP loans are granted a six month deferment period where no payments are expected, however, interest will continue to accrue during the deferment period. The PPP loans are unsecured and 100% guaranteed by the SBA. The CARES Act permits forgiveness of PPP loans in whole or in part if certain spending criteria are met and certified by the borrower, with the forgiven portion repaid to Union under the SBA guarantee. The amount of principal and interest owed by Union's borrowers that will be forgiven is unknown at this time. Union will collect an origination fee from the SBA for processing PPP loans. The gross amount of fees expected to be collected is approximately $2.4 million with respect to PPP loans approved through April 30, 2020, which will be recognized in interest and fees on loans over the term of the individual loan or at the time of forgiveness.

Additionally, on April 9, 2020, the FRB authorized the PPPLF which is intended to facilitate lending by eligible borrowers, such as Union, to small businesses under the PPP. Under the PPPLF, the Federal Reserve Banks will lend to eligible banks and other PPP lenders on a non-recourse basis, taking PPP loans (including purchased loans) as collateral. The maturity date of an extension of credit under the PPPLF will be the maturity date of the PPP loans pledged to secure the extension of credit. The maturity date of the PPPLF's extension of credit will be accelerated if the underlying PPP loan goes into default and the PPP loan is sold to the SBA to collect on the SBA guarantee. The maturity date of the PPPLF's extension of credit also will be accelerated to the extent any loan forgiveness reimbursement is received from the SBA. There are no fees associated with extensions of credit under the PPPLF and advances will bear an interest rate of 0.35%. Union has been approved by the Federal Reserve Bank of Boston to participate in the PPPLF and, as of April 30, 2020, had an outstanding advance in the amount of $2.3 million. Available borrowing capacity through the PPPLF will be determined based on the principal amount of the PPP loans pledged to the facility.

~~Also, in April, Union pledged $42.5 million of qualifying investment securities to the Federal Reserve Bank of Boston to access borrowing capacity at the discount window.~~

~~On April 15, 2020,~~21, 2021, the Company declared a regular quarterly cash dividend of ~~$0.32~~$0.33 per share, payable May ~~7, 2020,~~6, 2021, to stockholders of record on ~~April 27, 2020.~~May 1, 2021.

Union Bankshares, Inc. Page 24

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 March 31, ~~2020~~2021 and December 31, ~~2019~~,2020, and its results of operations for the three months ended March 31, ~~2020~~2021 and ~~2019~~.2020. This discussion is being presented to provide a narrative explanation of the consolidated 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 ~~2019~~2020 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 March 31, ~~2020~~2021 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;

The impact of COVID-19 on our business, including the impact of the actions taken by governmental authorities to try to contain the virus or address the impact of the virus on the United States economy (including, without limitation, passage of the CARES Act), and the resulting effect of all of such items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers;

•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.

Union Bankshares, Inc. Page 25

In addition, statements about the potential effects of the COVID-19 pandemic on the Company's financial position and results of operations reflect inherent uncertainties and 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;

•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. 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 ~~2019~~2020 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

On March 11, 2020, the WHO declared the outbreak of COVID-19 as a global pandemic, which continues to 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 could adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company and weaken their demand for our products and services.

On March 3, 2020, the Federal Open Market Committee (FOMC) reduced the target federal funds rate by 50 basis points to 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 and on April 29, 2020 the FOMC announced that it expected to maintain this target range until it is confident that the economy has weathered recent events and is on track to achieve its maximum employment and price stability goals. These reductions in interest rates and other effects of the COVID-19 outbreak may adversely affect the Company’s financial condition and results of operations in future periods.

Consolidated net income increased $680 thousand, or 31.0%, to $2.9 million for the first quarter ~~was~~of 2021 compared to $2.2 million ~~or $0.49 per share, compared to $2.6 million, or $0.59 per share,~~ for the ~~same period in 2019. The reduction in earnings from the 2019 comparison period was~~first quarter of 2020 due to the combined effect of increases in net interest income of $893 thousand and noninterest income of $103 thousand, and a ~~combination of factors including an anticipated flat interest rate environment, planned technology infrastructure spending, discretionary hiring of high value staff to allow continued growth~~decrease in the ~~franchise, continued development~~provision for loan losses of ~~newer branch locations, ongoing competition~~$150 thousand, partially offset by increases of $281 thousand in ~~all aspects of the business,~~noninterest expenses and ~~the initial impacts of the outbreak of the COVID-19 public health emergency.~~$185 thousand in income tax expense.

~~Interest~~Net interest income increased ~~$371~~$893 thousand, or ~~4.3%~~11.9%, to ~~$9.0~~$8.4 million for the three months ended March 31, ~~2020~~2021, compared to ~~$8.6~~$7.5 million for the three months ended March 31, ~~2019. As discussed above,~~2020. Interest income increased $537 thousand primarily due to higher volumes of loans during the ~~FRB initiated~~first three months of 2021 compared to the same period in 2020; however, that increase was partially offset by a ~~150 basis point~~ reduction in ~~short term interest rates in March 2020 which will impact interest income in future periods.~~earnings from the investment portfolio and other earning assets of $57 thousand. Interest expense was ~~$1.5~~$1.1 million for the three months ended March 31, ~~2020~~2021 compared to ~~$1.2~~$1.5 million for the three months ended

Union Bankshares, Inc. Page 26

March 31, ~~2019,~~2020, reflecting lower rates paid on deposits despite an increase in interest-bearing liabilities between periods of ~~$230 thousand, or 18.7%.~~$155.6 million.

The provision for loan losses was ~~$300~~$150 thousand for the three months ended March 31, ~~2020~~2021 compared to ~~$50~~$300 thousand for the same period in ~~2019.~~2020. The ~~increase in~~provision for loan losses was higher for the ~~provision resulted from~~three months ended March 31, 2020 due to 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.~~uncertainty at the onset of the COVID-19 pandemic. There were no changes to the methodology for calculating the allowance for loan losses during either of the three month comparison period.

Total noninterest income amounted to $2.6 million for the three months ended March 31, 2021 compared to $2.5 million for the three months ended March 31, 2020, ~~compared to $2.2 million for the three months ended March 31, 2019,~~ an increase of ~~$286~~$103 thousand, or ~~12.8%,~~4.1%. The increase is primarily due to an increase in the gain on sale of residential loans. Sales of qualifying residential loans amounted to $29.7 million with net gains of $894 thousand for the three months ended March 31, 2021, compared to residential loan sales of $42.4 million with net gains of $812 thousand for the same period in 2020. The decrease in the volume of loan sales reflects management's decision to slow sales in the first three months of 2021 to utilize some excess liquidity and increase interest income on loans.

Total noninterest expenses were ~~$7.2~~$7.5 million for the three months ended March 31, ~~2020~~2021, compared to ~~$6.5~~$7.2 million for the same period in ~~2019.~~2020. Increases of ~~$323~~$187 thousand in employee benefits, $58 thousand in equipment expenses, and $111 thousand in other expenses, partially offset by decreases of $38 thousand in salaries and wages ~~$76~~and $37 thousand in occupancy expenses, ~~$175 thousand in equipment expenses,~~occurred between the three month comparison periods of 2021 and ~~$88 thousand in other expenses were partially offset by a decrease of $17 thousand in employee benefits between periods.~~2020.

At March 31, ~~2020,~~2021, the Company had total consolidated assets of ~~$883.1 million,~~$1.1 billion, including gross loans and loans held for sale (total loans) of ~~$693.0~~$842.5 million, deposits of ~~$736.1 million,~~$1.01 billion, borrowed funds of ~~$62.2~~$7.2 million, and stockholders' equity of ~~$73.8~~$79.8 million.

The Company's total capital ~~increased~~decreased from ~~$71.8~~$80.9 million at December 31, ~~2019~~2020 to ~~$73.8~~$79.8 million at March 31, ~~2020.~~2021. This ~~increase~~decrease primarily reflects net income of ~~$2.2~~$2.9 million for the first three months of ~~2020 and an increase~~2021 offset by decreases of ~~$1.1~~$2.6 million in accumulated other comprehensive income ~~partially offset by~~and regular cash dividends declared of ~~$1.4~~$1.5 million. (See Capital Resources on page ~~41.~~39.)

The following unaudited per share information and key ratios depict several measurements of performance or financial condition at or for the three months ended March 31, 2021 and 2020, ~~and~~ ~~2019~~, respectively:


	Three Months Ended or At March 31,							Three Months Ended or At March 31,
	2020			2019				2021			2020
Return on average assets (1)	1.03		%	1.32		%	Return on average assets (1)	1.05		%	1.03		%
Return on average equity (1)	12.09		%	16.09		%	Return on average equity (1)	14.27		%	12.09		%
Net interest margin (1)(2)	3.88		%	4.07		%	Net interest margin (1)(2)	3.32		%	3.88		%
Efficiency ratio (3)	70.75		%	67.14		%	Efficiency ratio (3)	66.90		%	70.75		%
Net interest spread (4)	3.70		%	3.90		%	Net interest spread (4)	3.19		%	3.70		%
Loan to deposit ratio	94.15		%	93.59		%	Loan to deposit ratio	83.59		%	94.15		%
Net loan charge-offs to average loans not held for sale (1)	0.02		%	0.14		%	Net loan charge-offs to average loans not held for sale (1)	—		%	0.02		%
Allowance for loan losses to loans not held for sale	0.94		%	0.86		%	Allowance for loan losses to loans not held for sale	1.05		%	0.94		%
Nonperforming assets to total assets (5)	0.45		%	0.28		%	Nonperforming assets to total assets (5)	0.56		%	0.45		%
Equity to assets	8.36		%	8.20		%	Equity to assets	7.23		%	8.36		%
Total capital to risk weighted assets	13.20		%	13.05		%	Total capital to risk weighted assets	13.48		%	13.20		%
Book value per share	$	16.50		$	14.94		Book value per share	$	17.81		$	16.50
Earnings per share	$	0.49		$	0.59		Earnings per share	$	0.64		$	0.49
Dividends paid per share	$	0.32		$	0.31		Dividends paid per share	$	0.33		$	0.32
Dividend payout ratio (6)	65.31		%	52.54		%	Dividend payout ratio (6)	51.56		%	65.31		%

__________________


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


~~(2)~~	~~The ratio of tax equivalent net interest income to average earning assets. See page 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 page 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 page 29 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 page 29 for more information.

Union Bankshares, Inc. Page 27

(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.

The fed funds target range remains at 0% to 0.25% since the reductions made by the Federal Open Market Committee (FOMC) in March 2020. The most recent meeting of the FOMC, held on April 28, 2021, 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 likely will be beyond 2021.

The average yield on average earning assets was 3.76% for the three months ended March 31, 2021 compared to 4.62% for the three months ended March 31, 2020, ~~compared to 4.74% for the three months ended March 31, 2019,~~ a decrease of 1286 bps despite an increase in average earning assets of ~~$45.6~~$246.9 million. The low interest rate environment continues to put downward pressure on asset yields. The average balance of federal funds sold and overnight deposit balances increased to $82.9 million for the three months ended March 31, 2021 compared to $18.2 million for the three months ended March 31, 2020 but resulted in a decrease of $34 thousand in interest income due to the decrease in average yield from 1.15% to 0.09%. The decrease in average yield was caused by the reduction in interest paid by the Federal Reserve on excess balances. Interest income on investment securities increased ~~$12~~$11 thousand between the three month comparison periods due to an increase in the average balances of $40.9 million, despite a decrease of 82 bps in the average yield. The average balance of PPP loans was $73.6 million for the three months ended March 31, 2021 with an average yield of 4.71%, which takes into account the 1.0% interest charged on PPP loans and related fee income recognized during the first three months of 2021. The Company did not begin to originate PPP loans until the second quarter of 2020. Interest income on loans, excluding PPP loans, decreased $261 thousand between comparison periods primarily due to an increase of $9.9 million in average balances between the comparison periods, partially offset by a decrease in average yield of 27 bps. Interest income on loans increased $389 thousand between comparison periods due todespite an increase in the average volume of loans outstanding of ~~$34.2 million partially offset by a decrease in the average yield of six bps due to the~~$61.3 million. The current interest rate environment and competition for quality loans continues to put downward pressure on loan yields resulting in a decrease in the average yield of 52 bps on loans other than PPP loans.

Interest expense for the first quarter of 2021 decreased $356 thousand compared to the first quarter of 2020 due to lower rates paid on customer deposit accounts, partially offset by increases in average balances of $155.6 million. The increase in average balances was primarily attributable to customer deposits of proceeds from PPP loans and government stimulus payments. The average rate paid on interest bearing liabilities ~~increased eight~~decreased 35 bps, to 0.57% for the first quarter of 2021 compared to 0.92% for the first quarter of ~~2020 compared~~2020. The average rates paid on interest bearing checking accounts and savings and money market accounts decreased 15 bps and 33 bps, respectively, as the low rate environment afforded opportunity to ~~0.84%~~decrease rates and implement a tiered rate structure in these accounts. The decreases in these interest rates resulted in decreases in interest expense of $23 thousand and $67 thousand, respectively, between the three month comparison periods. Interest expense on time deposits decreased $172 thousand due to decreases in the average volume of $12.8 million and 38 bps in the average rate paid for the first quarter of 2019. The increase in the average rates paid along with an increase of $38.4 million in the average balance in interest bearing liabilities resulted in an increase of $230 thousand in interest expense between comparison periods. The average rate paid on time deposits increased eight bps for the first quarter of 20202021 compared to the same period in ~~2019, which reflects~~2020. The decrease in the average volume is likely due to customers transferring proceeds from matured CDs into non-maturity deposits in hopes of obtaining higher yields in future periods. As the higher rate ~~CD specials offered~~paying CDs continue to customers in the Company's newest markets. The reduction in short term interest rates initiated by the FRB beginning in the third quarter of 2019 has provided some relief in wholesale funding costs, with amature, further reduction in the ~~average~~ rate paid ~~of 39 bps, resulting in a decrease of $14 thousand in interest expense~~on time deposits is expected to continue. Higher customer deposit balances have allowed for less reliance on borrowed funds, ~~during~~as evidenced by decreases between the three ~~months~~

~~ended March 31, 2020 compared to the three months ended March 31, 2019 despite an increase~~month comparison periods of ~~$3.3~~$26.1 million in the average ~~balance.~~outstanding balance of borrowed funds and $94 thousand in related interest expense, despite a 125 bp increase in the rate paid on the average outstanding balances.

The Company’s tax-equivalent net interest income increased $141 thousand, or 1.9%, to $7.5 million for the three months ended March 31, 2020 from $7.4 million for the three months ended March 31, 2019. The net interest spread decreased 2051 bps to ~~3.70%~~3.19% for the first quarter of ~~2020,~~2021, from ~~3.90%~~3.70% for the same period last year, reflecting the net effect of the ~~eight~~35 bps ~~increase~~decrease in the average rate paid on interest bearing liabilities and the 1286 bps decrease in the average yield earned on interest earning assets between periods. The net interest margin decreased 1956 bps during the first quarter of ~~2020~~2021 compared to the same period last year as a result of the changes discussed above.

Union Bankshares, Inc. Page 28

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

Three Months Ended March 31,
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 $ 18,222
$ 53
1.15 % $ 14,306
$ 61
1.72 %
Interest bearing deposits in banks 6,541
41
2.52 % 9,048
55
2.46 %
Investment securities (1), (2) 86,311
544
2.66 % 76,383
532
2.93 %
Loans, net (1), (3) 677,702
8,291
4.98 % 643,514
7,902
5.04 %
Nonmarketable equity securities 2,152
34
6.43 % 2,094
42
8.13 %
Total interest earning assets (1) 790,928
8,963
4.62 % 745,345
8,592
4.74 %
Cash and due from banks 5,188
4,440

Premises and equipment 20,826
16,812

Other assets 32,590
24,725

Total assets $ 849,532
$ 791,322

Average Liabilities and Stockholders' Equity:
Interest bearing checking accounts $ 169,513
170
0.40 % $ 152,091
75
0.20 %
Savings/money market accounts 283,570
616
0.87 % 286,967
571
0.81 %
Time deposits 146,396
523
1.44 % 125,376
419
1.36 %
Borrowed funds and other liabilities 33,260
148
1.77 % 29,927
162
2.16 %
Total interest bearing liabilities 632,739
1,457
0.92 % 594,361
1,227
0.84 %
Noninterest bearing deposits 135,561
125,202

Other liabilities 8,607
6,615

Total liabilities 776,907
726,178

Stockholders' equity 72,625
65,144

Total liabilities and stockholders’ equity $ 849,532
$ 791,322

Net interest income $ 7,506
$ 7,365

Net interest spread (1) 3.70 % 3.90 %
Net interest margin (1) 3.88 % 4.07 %

~~__________________~~


~~(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.~~


	Three Months Ended March 31,
	2021						2020
	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	$	82,856	$	19	0.09	%	$	18,222	$	53	1.15	%
Interest bearing deposits in banks	13,966		37		1.07	%	6,541		41		2.52	%
Investment securities (1), (2)	127,233		555		1.84	%	86,311		544		2.66	%
PPP loans, net (3)	73,619		855		4.71	%	—		—		—	%
Loans (excluding PPP loans), net (1), (4)	739,009		8,030		4.46	%	677,702		8,291		4.98	%
Nonmarketable equity securities	1,150		4		1.47	%	2,152		34		6.43	%
Total interest earning assets (1)	1,037,833		9,500		3.76	%	790,928		8,963		4.62	%
Cash and due from banks	5,094						5,188
Premises and equipment	19,996						20,826
Other assets	37,420						32,590
Total assets	$	1,100,343					$	849,532
Average Liabilities and Stockholders' Equity:
Interest bearing checking accounts	$	234,339	147		0.25	%	$	169,513	170		0.40	%
Savings/money market accounts	413,269		549		0.54	%	283,570		616		0.87	%
Time deposits	133,616		351		1.06	%	146,396		523		1.44	%
Borrowed funds and other liabilities	7,164		54		3.02	%	33,260		148		1.77	%
Total interest bearing liabilities	788,388		1,101		0.57	%	632,739		1,457		0.92	%
Noninterest bearing deposits	221,344						135,561
Other liabilities	9,975						8,607
Total liabilities	1,019,707						776,907
Stockholders' equity	80,636						72,625
Total liabilities and stockholders’ equity	$	1,100,343					$	849,532
Net interest income			$	8,399					$	7,506
Net interest spread (1)					3.19	%					3.70	%
Net interest margin (1)					3.32	%					3.88	%

__________________

(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 unamortized costs and unamortized premiums.

(4)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 29

Tax exempt interest income amounted to $606 thousand and $653 thousand ~~and $602 thousand~~ for the three months ended March 31, ~~2020~~2021 and ~~2019~~,2020, 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 ~~2020~~2021 and ~~2019~~2020 three month comparison periods:


	For the Three Months Ended March 31,
	2021		2020
	(Dollars in thousands)
Net interest income, as presented	$	8,399	$	7,506
Effect of tax-exempt interest
Investment securities	30		30
Loans	91		94
Net interest income, tax equivalent	$	8,520	$	7,630

For The Three Months
Ended March 31,
2020 2019
(Dollars in thousands)
Net interest income, as presented $ 7,506
$ 7,365
Effect of tax-exempt interest
Investment securities 30
28
Loans 94
99
Net interest income, tax equivalent $ 7,630
$ 7,492

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 March 31, 2021 Compared to Three Months Ended March 31, 2020 Increase/(Decrease) Due to Change In
	Volume		Rate		Net
	(Dollars in thousands)
Interest earning assets:
Federal funds sold and overnight deposits	$	49	$	(83)	$	(34)
Interest bearing deposits in banks	28		(32)		(4)
Investment securities	221		(210)		11
PPP loans, net	855		—		855
Loans (excluding PPP loans), net	683		(944)		(261)
Nonmarketable equity securities	(11)		(19)		(30)
Total interest earning assets	$	1,825	$	(1,288)	$	537
Interest bearing liabilities:
Interest bearing checking accounts	$	52	$	(75)	$	(23)
Savings/money market accounts	219		(286)		(67)
Time deposits	(45)		(127)		(172)
Borrowed funds	(158)		64		(94)
Total interest bearing liabilities	$	68	$	(424)	$	(356)
Net change in net interest income	$	1,757	$	(864)	$	893

Three Months Ended March 31, 2020
Compared to
Three Months Ended March 31, 2019
Increase/(Decrease) Due to Change In
Volume Rate Net
(Dollars in thousands)
Interest earning assets:
Federal funds sold and overnight deposits $ 15
$ (23 ) $ (8 )
Interest bearing deposits in banks (15 ) 1
(14 )
Investment securities 69
(57 ) 12
Loans, net 459
(70 ) 389
Nonmarketable equity securities 1
(9 ) (8 )
Total interest earning assets $ 529
$ (158 ) $ 371
Interest bearing liabilities:
Interest bearing checking accounts $ 11
$ 84
$ 95
Savings/money market accounts (4 ) 49
45
Time deposits 76
28
104
Borrowed funds 18
(32 ) (14 )
Total interest bearing liabilities $ 101
$ 129
$ 230
Net change in net interest income $ 428
$ (287 ) $ 141

Provision for Loan Losses. A provision for loan losses of ~~$300~~$150 thousand was recorded for the three months ended March 31, ~~2020~~2021 compared to ~~$50~~$300 thousand for the three months ended March 31, ~~2019.~~2020. The ~~increase~~higher provision in ~~the provision~~2020 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 ~~currently~~ impacting Union's borrowers. The provision for loan losses for the first three months of ~~2020~~2021 was deemed appropriate by management based on the size and mix of the loan portfolio, the level of nonperforming loans, the results of the qualitative factor review and prevailing economic conditions. For further details, see FINANCIAL CONDITION- Allowance for Loan Losses and Asset Quality below.

Union Bankshares, Inc. Page 30

Noninterest Income. The following table sets forth the components of noninterest income and changes between the three month comparison periods of ~~2020~~2021 and ~~2019:~~2020:


	For The Three Months Ended March 31,
	2021		2020		$ Variance		% Variance
	(Dollars in thousands)
Trust income	$	185	$	173	$	12	6.9
Service fees	1,523		1,497		26		1.7
Net gains on sales of loans held for sale	894		812		82		10.1
Income from Company-owned life insurance	68		81		(13)		(16.0)
(Loss) income from mortgage servicing rights, net	(125)		39		(164)		(420.5)
Other income	32		29		3		10.3

Net gain (loss) on other investments	44		(124)		168		(135.5)
Net gains on sales of investment securities AFS	—		11		(11)		(100.0)
Total noninterest income	$	2,621	$	2,518	$	103	4.1

For The Three Months Ended March 31,
2020 2019 $ Variance % Variance
(Dollars in thousands)
Trust income $ 173
$ 168
$ 5
3.0
Service fees 1,497
1,426
71
5.0
Net gains on sales of loans held for sale 812
374
438
117.1
Income from Company-owned life insurance 81
56
25
44.6
Income from mortgage servicing rights, net 39
(52 ) 91
(175.0 )
Other income 29
194
(165 ) (85.1 )
Net (loss) gain on other investments (124 ) 62
(186 ) (300.0 )
Net gains on sales of investment securities AFS 11
4
7
100.0
Total noninterest income $ 2,518
$ 2,232
$ 286
12.8

The significant changes in noninterest income for the three months ended March 31, ~~2020~~2021 compared to the same period of ~~2019~~2020 are described below:

•Service fees. ~~Service fees~~ The Company's service fee income increased ~~$71~~$26 thousand for the three months ended March 31, ~~2020,~~2021, compared to the same period ~~of 2019~~in 2020 due to increases of ~~$11~~$95 thousand in ATM network fees and $21 thousand in loan and other fee income, ~~$19~~partially offset by decreases of $82 thousand in overdraft fee income and ~~$25~~$8 thousand in ~~loan servicing~~service charge fees.

•Net gains on sales of loans held for sale. Continuing the Company's strategy to mitigate long-term interest rate risk, residential ~~mortgage~~ loans totaling ~~$42.4~~$29.7 million were sold during the three months ended March 31, ~~2020, compared to~~2021 versus sales of ~~$21.4~~$42.5 million during the same period in ~~2019.~~2020. The increase in net gains on sales of real estate loans ~~reflects~~is reflective of higher premiums obtained on loan sales during the ~~increase in~~three month period ended March 31, 2021 compared to the ~~volume~~same period of ~~loans sold and a declining rate environment.~~

2020.

•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~~decrease in ~~increased~~ income for the three months ended March 31, ~~2020 compared~~2021 was due to lower yields earned on the ~~same period in 2019.~~

underlying life insurance policies.

~~Income from mortgage servicing rights, net.~~ ~~The increase in volume of sales of residential loans as discussed above resulted in~~•(Loss) income from mortgage serving rights, net. Income from MSRs is derived from servicing rights ~~net~~acquired through the sale of loans where servicing is retained. Capitalized servicing rights are initially recorded at fair value and amortized in proportion to, and over the period of, the future estimate of servicing the underlying mortgages. The amortization of ~~$39 thousand~~MSRs exceeded new capitalized MSRs for the three months ended March 31, ~~2020. The amortization~~2021 which resulted in expense of ~~mortgage servicing rights exceeded capitalized mortgage servicing rights~~$125 thousand, compared to income of $39 thousand from the higher volume of sales of residential loans during for the three months ended March 31, ~~2019 which resulted in an expense of $52 thousand.~~

2020.

~~Other income.~~ Other income for the three months ended March 31, 2019 included $131 thousand in prepayment penalties from the early payoff of commercial loans and $50 thousand related to oil and gas income, which were not repeated in the first quarter of 2020.

•Net ~~(loss)~~ gain on other investments. Participants in the ~~2006 Executive~~2020 Amended and Restated 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 ~~$62~~$44 thousand for the three months ended March 31, ~~2019 and~~2021 compared to a net loss of $124 thousand for the three months ended March 31, 2020.

Union Bankshares, Inc. Page 31

Noninterest Expense. The following table sets forth the components of noninterest expense and changes between the three month comparison periods ended March 31, ~~2020~~2021 and ~~2019:~~2020:


	For The Three Months Ended March 31,
	2021		2020		$ Variance		% Variance
	(Dollars in thousands)
Salaries and wages	$	3,083	$	3,121	$	(38)	(1.2)
Employee benefits	1,169		982		187		19.0
Occupancy expense, net	477		514		(37)		(7.2)
Equipment expense	798		740		58		7.8

FDIC insurance assessment	156		111		45		40.5
Other loan related expenses	84		65		19		29.2
Vermont franchise tax	223		177		46		26.0
Advertising and public relations	96		118		(22)		(18.6)
Electronic banking expenses	92		78		14		17.9


Other expenses	1,275		1,266		9		0.7
Total noninterest expense	$	7,453	$	7,172	$	281	3.9

For The Three Months Ended March 31,
2020 2019 $ Variance % Variance
(Dollars in thousands)
Salaries and wages $ 3,121
$ 2,798
$ 323
11.5
Employee benefits 982
999
(17 ) (1.7 )
Occupancy expense, net 514
438
76
17.4
Equipment expense 740
565
175
31.0
Other loan related expenses 65
48
17
35.4
Vermont franchise tax 177
164
13
7.9
Advertising and public relations 118
90
28
31.1
Electronic banking expenses 78
67
11
16.4
Other expenses 1,377
1,358
19
1.4
Total noninterest expense $ 7,172
$ 6,527
$ 645
9.9

The significant changes in noninterest expense for the three months ended March 31, ~~2020~~2021 compared to the same period in ~~2019~~2020 are described below:

•Salaries and wages. ~~Salaries~~ The decrease in salaries and wages ~~increased $323~~of $38 thousand for the three months ended March 31, ~~2020,~~2021, compared to the same period in ~~2019~~2020 is primarily due to deferral of loan origination costs, partially offset by annual increases in ~~commissions earned~~employee's salaries and wages. Salaries and wages are reduced by ~~mortgage~~deferred loan ~~originators, additions~~origination costs at the time of origination. Deferred loan origination costs reduced salaries and wages by $185 thousand for the three months ended March 31, 2021 compared to ~~staff~~$30 thousand for ~~new branch locations and other operational departments~~three months ended March 31, 2020. The higher deferred loan origination costs for the three month period ended March 31, 2021 compared to 2020 is primarily attributable to the origination of ~~the Bank, and annual salary adjustments.~~

PPP loans.

•Employee benefits. Employee ~~benefits decreased~~benefit expense increased due to a ~~reduction in deferred compensation expense due to the~~ quarterly ~~loss~~ adjustment of ~~$122~~$41 thousand related to the ~~decline~~increase in value of the underlying assets supporting the deferred compensation plan ~~partially offset by increases in the Company's medical and dental plan costs of $60 thousand~~ for the three months ended March 31, ~~2020, and increases~~2021, compared to a reduction in expense of ~~$45~~$122 thousand related to a decline in ~~payroll taxes and $62 thousand in 401k contributions for~~ the ~~same period.~~

~~Occupancy expense, net.~~ ~~Occupancy expenses increased~~ ~~for~~value of the ~~three months ended March 31, 2020~~ 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 full service branches in Vermont in ~~2019~~.

~~Equipment expense.~~ ~~Equipment expenses increased due to increases of $124 thousand in depreciation expense, $23 thousand in ATM services and $29 thousand in software license and maintenance costs~~ deferred compensation plan assets for the three months ended March 31, 2020. ~~These increases are the result of planned spending on technology infrastructure,~~Also, costs associated with the ~~replacement~~Company's medical and dental plans increased $29 thousand between periods.

•Occupancy expense, net. The decrease in occupancy expenses primarily relates to a reduction in services needed due to the closure of ~~computers throughout~~branch lobbies during the ~~Company~~COVID-19 pandemic.

•Equipment expense. Equipment expenses increased between periods primarily due to increases of $69 thousand in software license and ~~upgrading the fleet~~maintenance costs, partially offset by a decrease of ~~ATMs.~~

$14 thousand in depreciation expense.

~~Other loan related expenses.~~•FDIC insurance assessment. The ~~increase in other loan related expenses is the result of higher volume of residential loan originations~~deposit insurance assessment base and assessment rate both increased for the three months ended March 31, 2021 compared to the 2020 comparison period, resulting in an increase in expense.

•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 months ended March 31, 2021 increased compared to the same period in ~~2019.~~

2020 due to the increase in loan volumes throughout the Company's market areas.

•Vermont franchise tax. The increase in expense between the comparison periods is due to the increase in average deposit balances for customer accounts allocated to Vermont.

•Advertising and public relations. ~~The increase between~~ Advertising and public relations costs decreased for the ~~comparison periods is~~three months ended March 31, 2021 compared to the same period in 2020 due to ~~updates to existing~~less advertising and ~~marketing campaigns related to residential mortgage loans and customer deposit accounts.~~

business development activity as a result of the economic disruption caused by COVID-19.

•Electronic banking expenses. Electronic banking expenses increased ~~$11~~$14 thousand ~~between~~for the ~~comparison~~three months ended March 31, 2021 compared to the same periods in 2020 due to changes in services with ATM and debit card service providers.

Provision for Income Taxes. The Company has provided for current and deferred federal income taxes for the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020. The Company's net provision for income taxes was ~~$356~~$541 thousand and ~~$399~~$356 thousand for the

Union Bankshares, Inc. Page 32

three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The Company's effective federal corporate income tax rate was ~~13.8%~~15.2% for the three months ended March 31, ~~2020~~2021 compared to ~~12.9%~~13.8% for the same period in ~~2019.~~2020.

Amortization expense related to limited partnership investments is included as a component of tax expense and amounted to ~~$188~~$262 thousand for the three months ended March 31, ~~2020~~2021 and ~~$162~~$188 thousand for the same period in ~~2019.~~2020. These investments provide tax benefits, including tax credits. Low income housing and rehabilitation tax credits with respect to limited partnership investments are also included as a component of income tax expense and amounted to $241 thousand for the three months ended March 31, 2021 and $195 thousand for the three months ended March 31, ~~2020 and $167 thousand for the three months ended March 31, 2019.~~

2020.

FINANCIAL CONDITION

At March 31, ~~2020~~,2021, the Company had total consolidated assets of ~~$883.1 million~~,$1.104 billion, including gross loans and loans held for sale (total loans) of ~~$693.0~~$842.5 million,, deposits of ~~$736.1 million~~,$1.008 billion, borrowed funds of ~~$62.2~~$7.2 million and stockholders' equity of ~~$73.8 million~~.$79.8 million. The Company’s total assets at March 31, ~~2020~~2021 increased ~~$10.2~~$10.8 million,, or ~~1.2%~~1.0%, from ~~$872.9 million~~$1.094 billion at December 31, ~~2019~~,2020, and increased ~~$69.8~~$221.2 million,, or ~~8.6%~~25.1%, compared to March 31, ~~2019~~.2020.

Net loans and loans held for sale increased ~~$15.0~~$38.3 million, or ~~2.2%~~4.8%, to ~~$687.7~~$833.3 million,~~, or~~ ~~77.9%~~ representing 75.5% of total assets at March 31, ~~2020~~,2021, compared to ~~$672.6~~$794.9 million,, or ~~77.1%~~72.7% of total assets at December 31, ~~2019~~.2020. (See Loans Held for Sale and Loan Portfolio below.)

Total deposits ~~decreased~~ ~~$8.0~~increased $13.6 million,, or ~~1.1%~~1.4%, to ~~$736.1 million~~$1.008 billion at March 31, ~~2020~~,2021, from ~~$744.0~~$994.3 million at December 31, ~~2019~~.2020. There were ~~decreases~~increases in noninterest bearing deposits of $16.7 million, or 7.8%, and interest bearing deposits of ~~$9.0~~$11.6 million, or ~~2.0%, and time deposits of $2.5 million, or 1.7%~~1.8%, which were partially offset by ~~an increase~~a decrease in ~~noninterest bearing~~time deposits of ~~$3.5~~$14.7 million, or ~~2.6%~~10.4%. (See average balances and rates in the Yields Earned and Rates Paid table on page ~~31.~~29.)

Total borrowed funds ~~increased~~ ~~$15.0~~were $7.2 million~~, or~~ ~~31.8%, from~~ ~~$47.2 million~~ at March 31, 2021 and December 31, ~~2019~~ to ~~$62.2 million~~ at ~~March 31, 2020~~.2020. (See Borrowings on page ~~40.~~38.)

Total stockholders’ equity ~~increased $1.9~~decreased $1.1 million to ~~$73.8~~$79.8 million at March 31, ~~2020~~2021 from ~~$71.8~~$80.9 million at December 31, ~~2019~~.2020. (See Capital Resources on page ~~41.~~39.)

Loans Held for Sale and Loan Portfolio. Total loans (including loans held for sale) increased ~~$15.3~~$39.1 million, or ~~2.3%~~4.9%, to ~~$693.0~~$842.5 million, representing ~~78.5%~~76.3% of assets at March 31, ~~2020~~,2021, from ~~$677.7~~$803.4 million, representing ~~77.6%~~73.5% of assets at December 31, ~~2019~~.2020. The total loan portfolio at March 31, ~~2020~~2021 increased ~~$37.5~~$171.0 million compared to the March 31, ~~2019~~2020 level of ~~$655.5~~$671.5 million,, representing ~~80.6%~~76.0% 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 ~~$565.3~~$630.0 million,, or ~~81.6%~~74.8% of total loans at March 31, ~~2020~~2021 and ~~$559.1~~$593.4 million,, or ~~82.5%~~73.9% of total loans at December 31, ~~2019~~.2020. The Company had 803 and 679 PPP loans totaling $77.2 million and $66.2 million classified as commercial loans as of March 31, 2021 and December 31, 2020, respectively. The composition of the ~~Company’s~~Company's loan portfolio remained relatively unchanged from December 31, ~~2019.~~2020 (see table below). There was no material change in the Company’s lending programs or terms during the three months ended March 31, ~~2020.~~2021.

The composition of the Company's loan portfolio as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020 was as follows:


	March 31, 2021			December 31, 2020
Loan Class	Amount		Percent	Amount		Percent
	(Dollars in thousands)
Residential real estate	$	206,562	24.5	$	183,166	22.8
Construction real estate	65,470		7.8	57,417		7.1
Commercial real estate	317,739		37.7	320,627		39.9
Commercial	118,321		14.0	108,861		13.6
Consumer	2,532		0.3	2,601		0.3
Municipal	91,630		10.9	98,497		12.3
Loans held for sale	40,212		4.8	32,188		4.0
Total loans	842,466		100.0	803,357		100.0
Allowance for loan losses	(8,429)			(8,271)
Unamortized net loan fees	(765)			(146)
Net loans and loans held for sale	$	833,272		$	794,940

Union Bankshares, Inc. Page 33

March 31, 2020 December 31, 2019
Loan Class Amount Percent Amount Percent
(Dollars in thousands)
Residential real estate $ 190,420
27.5 $ 192,125
28.4
Construction real estate 54,207
7.8 69,617
10.3
Commercial real estate 304,204
43.9 289,883
42.8
Commercial 47,633
6.9 47,699
7.0
Consumer 3,460
0.5 3,562
0.5
Municipal 76,607
11.0 67,358
9.9
Loans held for sale 16,456
2.4 7,442
1.1
Total loans 692,987
100.0 677,686
100.0
Allowance for loan losses (6,391 ) (6,122 )
Unamortized net loan costs 1,056
1,043

Net loans and loans held for sale $ 687,652
$ 672,607

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 March 31, ~~2020~~,2021, the Company serviced a ~~$770.3~~an $827.6 million residential real estate mortgage portfolio, of which ~~$16.5~~$40.2 million was held for sale and approximately ~~$563.4~~$580.9 million of which was serviced for unaffiliated third parties.

During the first three months of ~~2020,~~2021, the Company sold ~~$42.4~~$29.7 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 ~~$21.4~~$42.4 million during the first three months of ~~2019~~. 2020. Residential mortgage loan origination activity continued to be strong during the first quarter of 2021, consisting of both refinancing and purchase activity. Customers continue to refinance existing mortgages in order to obtain lower rates. Despite low housing inventory, purchase activity continues to be strong. 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~~markets 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 loan sales and government guaranty ~~mitigates~~mitigate 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 which provide a government agency guaranty for a portion of the loan amount. There was ~~$4.1~~$81.1 million guaranteed under these various programs at March 31, ~~2020~~2021 on an aggregate balance of ~~$5.3~~$82.4 million in subject loans. This includes the $77.2 million of PPP loans that are guaranteed 100% by SBA, subject to borrower eligibility requirements. The Company occasionally sells the guaranteed portion of a loan to other financial ~~concerns~~institutions and retains servicing rights, which generates fee income. There were ~~$131 thousand in commercial loans sold in the first three months of 2020 and~~ no commercial loans sold in the first three months of ~~2019.~~2021 and $131 thousand in commercial loans were sold in the first three months of 2020. The Company recognizes gains and losses on the sale of the principal portion of these loans as they occur.

The Company serviced ~~$25.1~~$20.8 million of commercial and commercial real estate loans for unaffiliated third parties as of March 31, ~~2020~~.2021. This ~~includes~~ ~~$23.3~~included $19.3 million of commercial or commercial real estate loans the Company ~~has~~had participated out to other financial 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 ~~$1.8~~$2.1 million at March 31, ~~2020~~,2021, 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 ~~$221.8~~$203.8 million were pledged as collateral for borrowings from the FHLB under a blanket lien at March 31, ~~2020.~~2021.

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. 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 ~~effect~~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~~is having on its borrowers and closely monitors industry and geographic concentrations, specifically the impact on the region's tourist ~~industry. Although the nationwide unemployment rate was reported at 4.4%~~ and ~~3.8% for March 2020 and March 2019, respectively, there has been significant job loss since this date as a result of the economic disruption including government mandated business shutdowns.~~restaurant industries. The Vermont unemployment rate was reported at 2.9% for March 2021 compared to 3.2% for March 2020 ~~compared to 2.3% for March 2019~~ and the New Hampshire unemployment rate was 3.0% for March 2021 compared to 2.6% for March ~~2020 compared to 2.4%~~2020. These rates compare favorably with the nationwide unemployment rate of 6.0% and 4.4%, respectively, for ~~March 2019.~~the comparable periods. 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.

Union Bankshares, Inc. Page 34

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:


	March 31, 2020			December 31, 2019			March 31, 2019				March 31, 2021			December 31, 2020			March 31, 2020
	(Dollars in thousands)										(Dollars in thousands)
Nonaccrual loans	$	2,209		$	2,323		$	783		Nonaccrual loans	$	5,878		$	2,410		$	2,209
Accruing loans 90+ days delinquent	1,722			1,179			1,492			Accruing loans 90+ days delinquent	263			511			1,722
Total nonperforming assets (1)	$	3,931		$	3,502		$	2,275
Total nonperforming loans (1)										Total nonperforming loans (1)	6,141			2,921			3,931
OREO										OREO	—			50			—

Total nonperforming assets										Total nonperforming assets	$	6,141		$	2,971		$	3,931
ALL to loans not held for sale	0.94		%	0.91		%	0.86		%	ALL to loans not held for sale	1.05		%	1.07		%	0.94		%
ALL to nonperforming loans	162.58		%	174.81		%	244.92		%	ALL to nonperforming loans	137.26		%	283.16		%	162.58		%
Nonperforming loans to total loans	0.57		%	0.52		%	0.35		%	Nonperforming loans to total loans	0.73		%	0.36		%	0.57		%
Nonperforming assets to total assets	0.45		%	0.40		%	0.28		%	Nonperforming assets to total assets	0.56		%	0.27		%	0.45		%
Delinquent loans (30 days to nonaccruing) to total loans	1.33		%	1.35		%	1.20		%	Delinquent loans (30 days to nonaccruing) to total loans	1.01		%	0.83		%	1.33		%
Net charge-offs (annualized) to average loans not held for sale	0.02		%	0.06		%	0.14		%	Net charge-offs (annualized) to average loans not held for sale	—		%	0.01		%	0.02		%

____________________


~~(1)~~	~~The Company had guarantees of U.S. or state government agencies on certain of the above nonperforming loans totaling~~ ~~$92 thousand~~ at ~~March 31, 2020~~, ~~$286 thousand~~ at ~~December 31, 2019, and~~ ~~$109 thousand~~ at ~~March 31, 2019~~.

(1)The Company had guarantees of U.S. or state government agencies on certain of the above nonperforming loans totaling $168 thousand at March 31, 2021, $177 thousand at December 31, 2020, and $92 thousand at March 31, 2020.

The level of nonaccrual loans ~~decreased$114 thousand~~,increased $3.5 million, or ~~4.9%~~143.9%, since December 31, ~~2019, and accruing~~2020 primarily due to a CRE hospitality relationship that was placed into non-accrual during the first quarter of 2021. Accruing loans delinquent 90 days or more ~~increased$543~~decreased $248 thousand,, or ~~46.1%~~48.5%, during the same time period. There ~~was one residential real estate loan totaling $50 thousand~~were no loans in process of foreclosure at March 31, ~~2020. In April 2020, the State of Vermont issued~~2021, as a ~~temporary~~state-mandated moratorium on ~~foreclosure actions until the end of~~foreclosures related to the COVID-19 emergency ~~period.~~remained in effect. The aggregate interest income not recognized on nonaccrual loans approximated ~~$280~~$466 thousand as of March 31, ~~2020~~2021 and ~~$271~~$420 thousand as of December 31, ~~2019.~~2020.

The Company had loans rated substandard that were on performing status totaling $1.7 million at March 31, ~~2020 and~~2021 compared to $2.2 million at December 31, ~~2019.~~2020. In management's view, substandard loans represent a higher degree of risk of becoming nonperforming loans in the future.

In March 2020, the federal banking agencies issued guidance, confirmed by the FASB, that certain modifications made to loans to a borrower affected by the COVID-19 pandemic and government shutdown orders would not be considered TDRs under specified circumstances (See Notes 2 and 5). Through March 31, 2021, the Company had executed modifications under this guidance on outstanding loan balances of $167.2 million that carried accrued interest of $1.1 million. Of the total modifications executed, outstanding loan balances of $28.0 million remained subject to modified terms and carried accrued interest of $287 thousand as of March 31, 2021. The Company intends to continue to follow the guidance of the banking regulators in making TDR determinations.

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 March 31, 2021 or March 31, 2020~~, March 31, 2019 or~~ and one residential real estate property valued at $50 thousand classified as OREO at December 31, ~~2019~~.2020 which was sold during the first quarter of 2021.

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 ~~2019~~2020 Annual Report did not change during the first three months of ~~2020~~.2021.

~~Due~~

Union Bankshares, Inc. Page 35

Management adjusted certain economic qualitative factors utilized to estimate the ALL during the quarter ended March 31, 2020 at the onset of the COVID-19 pandemic. There were no changes to the ~~economic disruption currently impacting our borrowers, the economic qualitative~~ reserve ~~factor~~factors assigned to ~~each~~any of the loan ~~portfolio in~~portfolios based on the ~~ALL estimate was increased 5 bps~~qualitative factor reviews performed during the first three months of ~~2020 to incorporate the current economic implications and rising unemployment resulting from the COVID-19 pandemic.~~2021.

Impaired loans, including $2.8 million of TDR loans, were ~~$5.1~~$7.4 million at March 31, ~~2020~~,2021, with government guaranties of ~~$570~~$489 thousand and a specific reserve amount allocated of ~~$208 thousand~~.$58 thousand. Impaired loans, including $2.9 million of TDR loans, were ~~$5.2~~$4.6 million at December 31, ~~2019~~,2020, with government guaranties of ~~$587~~$514 thousand and a specific reserve amount allocated of ~~$196~~$58 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~~There was no change to the specific reserve amount allocated to individually identified impaired loans ~~increased~~ ~~$12 thousand~~as a result of the March 31, ~~2020~~2021 impairment evaluation.

The following table reflects activity in the ALL for the three months ended March 31, ~~2020~~2021 and ~~2019~~:2020:


	For the Three Months Ended March 31,							For the Three Months Ended March 31,
	2020			2019				2021		2020
	(Dollars in thousands)							(Dollars in thousands)
Balance at beginning of period	$	6,122		$	5,739		Balance at beginning of period	$	8,271	$	6,122
Charge-offs	(54		)	(221		)	Charge-offs	—		(54)
Recoveries	23			4			Recoveries	8		23
Net charge-offs	(31		)	(217		)	Net charge-offs	8		(31)
Provision for loan losses	300			50			Provision for loan losses	150		300
Balance at end of period	$	6,391		$	5,572		Balance at end of period	$	8,429	$	6,391

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:


	March 31, 2021			December 31, 2020
	Amount		Percent	Amount		Percent
	(Dollars in thousands)
Residential real estate	$	1,996	25.7	$	1,776	23.8
Construction real estate	881		8.2	763		7.4
Commercial real estate	4,133		39.6	4,199		41.6
Commercial	443		14.8	458		14.1
Consumer	13		0.3	15		0.3
Municipal	199		11.4	214		12.8
Unallocated	764		—	846		—
Total	$	8,429	100.0	$	8,271	100.0

March 31, 2020 December 31, 2019
Amount Percent Amount Percent
(Dollars in thousands)
Residential real estate $ 1,513
28.2 $ 1,392
28.7
Construction real estate 622
8.0 774
10.4
Commercial real estate 3,459
45.0 3,178
43.3
Commercial 407
7.0 394
7.1
Consumer 23
0.5 23
0.5
Municipal 85
11.3 76
10.0
Unallocated 282
— 285
—
Total $ 6,391
100.0 $ 6,122
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.

Management believes, in its best estimate, that the ALL at March 31, ~~2020~~2021 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 March 31, ~~2020.~~2021. 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.

Investment Activities. During the first three months of ~~2020,~~2021, investment securities classified as AFS increased ~~$2.1~~$36.2 million to ~~$89.4~~$141.9 million, comprising ~~10.1%~~12.9% of total assets, compared to ~~$87.4~~$105.8 million, or ~~10.0%~~9.7% of total assets at December 31, ~~2019.~~2020. Net unrealized gains for the Company’s AFS investment securities portfolio were ~~$2.6 million~~$102 thousand as of March 31, ~~2020~~, 2021,

Union Bankshares, Inc. Page 36

compared to net unrealized gains of ~~$1.2~~$3.3 million as of December 31, ~~2019~~.2020. The Company’s accumulated OCI component of stockholders’ equity at March 31, ~~2020~~2021 reflected cumulative net unrealized gains on investment securities of ~~$2.1 million.~~$81 thousand. There were no securities classified as HTM at March 31, ~~2020~~2021 or December 31, ~~2019~~. 2020. No declines in value were deemed by management to be OTT at March 31, ~~2020~~.2021. Deterioration in credit quality and/or imbalances in liquidity that may ~~exist~~result from changes in ~~the~~ financial ~~marketplace~~market conditions 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 March 31, ~~2020~~2021 or December 31, ~~2019.~~2020.

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 three months ended March 31, ~~2020~~2021 and ~~2019:~~2020:


	Three Months Ended March 31, 2021					Three Months Ended March 31, 2020
	Average Amount		Percent of Total Deposits	Average Rate		Average Amount		Percent of Total Deposits	Average Rate
	(Dollars in thousands)
Nontime deposits:
Noninterest bearing deposits	$	221,344	22.1	—		$	135,561	18.4	—
Interest bearing checking accounts	234,339		23.4	0.25	%	169,513		23.1	0.40	%
Money market accounts	264,499		26.4	0.80	%	176,150		24.0	1.32	%
Savings accounts	148,770		14.8	0.07	%	107,420		14.6	0.15	%
Total nontime deposits	868,952		86.7	0.32	%	588,644		80.1	0.54	%
Time deposits:
Less than $100,000	67,423		6.7	0.89	%	75,132		10.2	1.26	%
$100,000 and over	66,193		6.6	1.25	%	71,264		9.7	1.62	%
Total time deposits	133,616		13.3	1.06	%	146,396		19.9	1.44	%
Total deposits	$	1,002,568	100.0	0.42	%	$	735,040	100.0	0.72	%

Three Months Ended
March 31, 2020 Three Months Ended
March 31, 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 $ 135,561
18.4 —
$ 125,202
18.1 —
Interest bearing checking accounts 169,513
23.1 0.40 % 152,091
22.1 0.20 %
Money market accounts 176,150
24.0 1.32 % 180,256
26.1 1.19 %
Savings accounts 107,420
14.6 0.15 % 106,711
15.5 0.15 %
Total nontime deposits 588,644
80.1 0.54 % 564,260
81.8 0.46 %
Time deposits:
Less than $100,000 75,132
10.2 1.26 % 70,737
10.3 1.20 %
$100,000 and over 71,264
9.7 1.62 % 54,639
7.9 1.56 %
Total time deposits 146,396
19.9 1.44 % 125,376
18.2 1.36 %
Total deposits $ 735,040
100.0 0.72 % $ 689,636
100.0 0.63 %

During the first three months of ~~2020~~,2021, average total deposits grew ~~$45.4~~$267.5 million, or ~~6.6%~~36.4%, compared to the three months ended March 31, ~~2019,~~2020, with growth in all categories except ~~money market accounts.~~time deposits. 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 reduction in spending by customers due to 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. There were no purchased CDARs deposits as of March 31, ~~2020~~2021 or December 31, ~~2019.~~2020. There were ~~$13.2~~$12.2 million of time deposits of $250,000 or less on the balance sheet at March 31, ~~2020~~2021 and ~~$12.0~~$14.2 million at December 31, ~~2019,~~2020, 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 ~~$91.0~~$132.7 million and ~~$115.3~~$146.2 million in exchanged ICS demand and money market deposits on the balance sheet at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. There were no purchased ICS deposits at March 31, ~~2020~~2021 or December 31, ~~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.2020.

At March 31, ~~2020,~~2021, there were ~~$15.0~~$9.0 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 ~~August 2020.~~May 2021. There were ~~$12.0~~$15.0 million of retail brokered deposits at December 31, ~~2019.~~2020.

Union Bankshares, Inc. Page 37

The following table provides a maturity distribution of the Company’s time deposits in amounts of $100,000 and over at March 31, ~~2020~~2021 and December 31, ~~2019~~:2020:


	March 31, 2020		December 31, 2019			March 31, 2021		December 31, 2020
	(Dollars in thousands)					(Dollars in thousands)
Within 3 months	$	7,346	$	27,377	Within 3 months	$	15,988	$	22,722
3 to 6 months	17,647		7,351		3 to 6 months	18,338		15,828
6 to 12 months	26,459		20,160		6 to 12 months	20,080		22,629
Over 12 months	19,072		18,161		Over 12 months	8,023		9,194
	$	70,524	$	73,049		$	62,429	$	70,373

The Company's time deposits in amounts of $100 thousand and over decreased ~~$2.5~~$7.9 million, or ~~3.5%~~11.3%, between December 31, ~~2019~~2020 and March 31, ~~2020,~~2021, resulting primarily from the maturity, without renewal, of customer time deposits originated in prior periods when promotions were ~~offered during 2019 that were not renewed.~~offered.

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 March 31, ~~2020~~,2021, the Company had deposit accounts with less than the maximum FDIC insured deposit amount of $250 thousand totaling ~~$571.6~~$704.4 million, or ~~77.7%~~69.9% of total deposits. An additional ~~$18.9~~$22.7 million of municipal deposits were over the FDIC insurance coverage limit at March 31, ~~2020~~2021 and were collateralized under applicable state regulations by letters of credit issued by the FHLB.

Borrowings. The Company's borrowed funds at March 31, 2021 and December 31, 2020 were comprised of borrowings from the FHLB of ~~$62.2~~$7.2 million, at a weighted average rate of ~~0.99%, compared to~~ ~~$47.2 million~~ at ~~December 31, 2019, at a weighted average rate of 2.01%, a net increase of~~ ~~$15.0 million, or~~ ~~31.8%~~3.07%. The increase in FHLB borrowings reflects new advances of $55 million at rates ranging from 0.45% to 1.62% taken during the first quarter of 2020. These advances were partially offset by the maturity of $40.0 million in advances during ~~the first three months~~ of 2020. The increase in borrowed funds was utilized to fund loan demand as loan growth outpaced deposit growth throughout the first three months of 2020 and the remaining funds were retained on hand in preparation for potential cash flow needs resulting from COVID-19 economic and financial market disruptions.

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 ~~$24.2~~$28.6 million and ~~$24.8~~$23.6 million were utilized as collateral for these deposits at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Total fees paid by the Company in connection with the issuance of these letters of credit were $8$9 thousand and $6$8 thousand for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, 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:


	March 31, 2021		December 31, 2020
	(Dollars in thousands)
Commitments to originate loans	$	59,645	$	61,431
Unused lines of credit	136,032		132,502
Standby and commercial letters of credit	2,609		3,115
Credit card arrangements	301		308
FHLB Mortgage Partnership Finance credit enhancement obligation, net	782		728


Commitment to purchase investment in a real estate limited partnership	1,780		2,000



Total	$	201,149	$	200,084

Union Bankshares, Inc. Page 38

March 31, 2020 December 31, 2019
(Dollars in thousands)
Commitments to originate loans $ 35,813
$ 35,689
Unused lines of credit 98,836
103,623
Standby and commercial letters of credit 2,306
2,308
Credit card arrangements 314
311
FHLB Mortgage Partnership Finance credit enhancement obligation, net 687
687
Total $ 137,956
$ 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~~Loan 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 Company did not hold any derivative or hedging instruments at March 31, ~~2020~~2021 or December 31, ~~2019.~~2020.

~~Prior~~In addition to ~~March 26, 2020, all banks, including~~commitments arising from the Company’s ~~subsidiary, were required~~financial instruments, in the normal course of business the Company enters into contractual commitments from time to maintain vault cash or a noninterest bearing reserve balance under FRB regulations. The reserve requirement was eliminated effective March 26, 2020. The Bank had an average total required reserve of $1.8 milliontime for the ~~14 day maintenance period that included December 31, 2019, which was satisfied by vault cash.~~purchase or lease of property, including real property for its banking premises. In March, 2021, the Company entered into a commitment to purchase real property in Shelburne, Vermont for establishment of a future branch office, at a purchase price of $2.2 million. Subject to satisfaction of closing conditions, the purchase is expected to occur during the second quarter of 2021.

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, purchase and lease commitments, 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 have been a relatively predictable source of funds; however, 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 March 31, ~~2020,~~2021, Union, as a member of FHLB, had access to unused lines of credit up to ~~$48.9~~$93.3 million over and above the ~~$87.3~~$36.8 million in combined ~~outstanding~~FHLB 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 March 31, ~~2020.~~2021. 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. In addition to the funding sources available to Union, the Company maintains a $5.0 million revolving line of credit with a correspondent bank. At March 31, ~~2020,~~2021, there were no purchased ICS or CDARS deposits, ~~$15.0~~$9.0 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~~Union or Company correspondent lines.

Union has implemented its Contingency Liquidity Plan as a result of COVID-19. In April 2020, certain qualifying investment securities were pledged as collateral to the FRB to have access to discount window borrowing facility. As of April 30, 2020, there were no outstanding advances from the discount window. Additionally, ~~on April 9,~~during 2020 the FRB ~~authorized~~established the PPPLF, which provides funding to facilitate lending by eligible borrowers to small businesses under the PPP. Under the PPPLF, the FRB ~~will lend~~lends to banks and other eligible institutional borrowers on a non-recourse basis, taking PPP loans, including purchased loans, as collateral. Union ~~has been~~was approved by the ~~Federal Reserve Bank of Boston~~FRB to participate in the ~~PPPLF and,~~PPPLF. There were no outstanding advances under this program as of ~~April 30, 2020, had an~~March 31, 2021. 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 March 31, 2021, there were no outstanding ~~advance in~~advances from the ~~amount of $2.3 million.~~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. Additional contingent liquidity sources are available with further access to the brokered deposit 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

Union Bankshares, Inc. Page 39

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~~decreased from ~~$71.8~~$80.9 million at December 31, ~~2019~~2020 to ~~$73.8~~$79.8 million at March 31, ~~2020,~~2021, reflecting ~~net income~~a decrease of ~~$2.2 million for the first three months of 2020, an increase of $1.1~~$2.6 million in accumulated other comprehensive income due to ~~an increase~~a decrease in the fair market value of the Company's AFS securities, cash dividends declared of $1.5 million and stock repurchases of $2 thousand during the three months ended March 31, 2021. These decreases were partially offset by net income of $2.9 million for the first three months of 2021, an increase of ~~$76~~$92 thousand from stock based compensation, a ~~$22~~$12 thousand increase due to the issuance of ~~1,000~~500 shares of common stock from the exercise of incentive stock options and ~~an $8~~a $12 thousand increase due to the issuance of common stock under the DRIP. ~~These increases were partially offset by cash dividends declared of $1.4 million during the three months ended March 31, 2020.~~ The components of other comprehensive income are illustrated in Note 1110 of the unaudited consolidated financial statements.

The Company has 7,500,000 shares of $2.00 par value common stock authorized. As of March 31, ~~2020,~~2021, the Company had ~~4,949,246~~4,955,232 shares issued, of which ~~4,473,200~~4,480,954 were outstanding and ~~476,046~~474,278 were held in treasury.

In January ~~2020,~~2021, the Company's Board reauthorized for ~~2020~~2021 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, ~~2020,~~2021, unless reauthorized. The Company ~~had no repurchases~~repurchased 97 shares under this program during the first three months of ~~2020.~~2021 at a total cost of $2 thousand.

The Company maintains a ~~Dividend Reinvestment and Stock Purchase Plan~~DRIP 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 March 31, ~~2020, 2,726~~2021, 4,590 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. Beginning 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. 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 March 31, ~~2020,~~2021, the Tier I leverage ~~ratio was 8.18% and 8.16%~~ratios for the Company and Union were 7.07% and 7.01%, respectively.

Union Bankshares, Inc. Page 40

As shown in the table below, as of March 31, ~~2020,~~2021, 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 March 31, ~~2020~~2021 and the date of this report that management believes have changed either Company’s regulatory capital category.


														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 March 31, 2020	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of March 31, 2021													As of March 31, 2021	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)													(Dollars in thousands)
Company:													Company:
Total capital to risk weighted assets	$	75,691	13.20	%	$	45,873	8.00	%	N/A		N/A		Total capital to risk weighted assets	$	85,413	13.48	%	$	50,690	8.00	%	N/A
Tier I capital to risk weighted assets	69,300		12.09	%	34,392		6.00	%	N/A		N/A		Tier I capital to risk weighted assets	77,487		12.23	%	38,015		6.00	%	N/A
Common Equity Tier 1 to risk weighted assets	69,300		12.09	%	25,794		4.50	%	N/A		N/A		Common Equity Tier 1 to risk weighted assets	77,487		12.23	%	28,511		4.50	%	N/A
Tier I capital to average assets	69,300		8.18	%	33,888		4.00	%	N/A		N/A		Tier I capital to average assets	77,487		7.07	%	43,840		4.00	%	N/A

Union:													Union:
Total capital to risk weighted assets	$	75,391	13.17	%	$	45,796	8.00	%	$	57,244	10.00	%	Total capital to risk weighted assets	$	84,750	13.40	%	$	50,597	8.00	%	$	63,246	10.00	%
Tier I capital to risk weighted assets	69,000		12.05	%	34,357		6.00	%	45,809		8.00	%	Tier I capital to risk weighted assets	76,838		12.15	%	37,945		6.00	%	50,593		8.00	%
Common Equity Tier 1 to risk weighted assets	69,000		12.05	%	25,768		4.50	%	37,220		6.50	%	Common Equity Tier 1 to risk weighted assets	76,838		12.15	%	28,459		4.50	%	41,107		6.50	%
Tier I capital to average assets	69,000		8.16	%	33,824		4.00	%	42,279		5.00	%	Tier I capital to average assets	76,838		7.01	%	43,845		4.00	%	54,806		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 ~~$0.32~~$0.33 per share were paid during the first quarter of ~~2020~~2021 and have been declared for the second quarter, payable on May ~~7, 2020~~6, 2021 to stockholders of record on ~~April 27, 2020.~~May 1, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Omitted, in accordance with the regulatory relief available to smaller reporting companies in 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 March 31, ~~2020~~.2021. 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.

Union Bankshares, Inc. Page 41

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~~In the normal course of business, ~~activities. Although~~ the ~~amount of any ultimate liability with respect to such proceedings cannot be determined,~~Company is involved in various legal and other proceedings. In the opinion of management, any liability resulting from such ~~liability~~proceedings is not expected to have a material adverse effect on the Company’s consolidated financial condition or results of ~~operations of the Company and its subsidiary.~~operations.

Item 1A. Risk Factors

There have been no material changes in the ~~Company’s~~ risk factors ~~from those disclosed~~discussed in Part I-Item 1A, "Risk Factors" in the Company’s ~~Annual Report on Form 10-K for~~2020 since the ~~year ended December 31, 2019, with the exception~~date of the ~~following:~~filing of that report.

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 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 on Form 10-K.

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

~~During~~The Company did not issue any unregistered shares during the quarter ended March 31, ~~2020~~, the only 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. 2021.

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.~~

~~There was no repurchase~~following table summarizes repurchases of the Company's equity securities during the quarter ended March 31, ~~2020.~~2021:



Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number of Shares that May Yet be Purchased Under the Plans or Program (1)
January 2021	—	—	—	2,500
February 2021	97	$25.14	97	2,403
March 2021	—	—	—	—

__________________

(1)All repurchases shown in the table were made pursuant to a discretionary stock repurchase program under which the Company may repurchase up to 2,500 shares of its common stock each calendar quarter, in open market or privately negotiated transactions. The repurchase authorization for a calendar quarter expires at the end of that quarter to the extent it has not been exercised, and is not carried forward into future quarters. The program was initially authorized in 2010 and was reauthorized most recently in January 2021. The program will expire on December 31, 2021, unless reauthorized..

Item 6. Exhibits.



~~31.1~~3.2			Bylaws of Union Bankshares, Inc. as amended and restated effective March 17, 2021, previously filed with the Commission on March 18, 2021 as Exhibit 99.1 to Form 8-K and incorporated herein by reference.
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 March 31, ~~2020~~2021 formatted in Inline eXtensible Business Reporting Language ~~(XBRL)~~(iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, (iii) the unaudited consolidated statements of comprehensive income for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, (iv) the unaudited consolidated statements of changes in stockholders' equity, (iv) the unaudited consolidated statements of cash flows and (v) related notes.
104			Cover page interactive data file (embedded within exhibit 101).

____________________


*	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.

Union Bankshares, Inc. Page 42

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.

May 10, 2021		~~Union Bankshares, Inc.~~

~~May 8, 2020~~	/s/ David S. Silverman
		David S. Silverman
		Director, President and Chief Executive Officer


May ~~8, 2020~~10, 2021		/s/ Karyn J. Hale
		Karyn J. Hale
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT INDEX


3.2			Bylaws of Union Bankshares, Inc. as amended and restated effective March 17, 2021, previously filed with the Commission on March 18, 2021 as Exhibit 99.1 to Form 8-K and incorporated herein by reference.

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 March 31, ~~2020~~2021 formatted in Inline eXtensible Business Reporting Language ~~(XBRL)~~(iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, (iii) the unaudited consolidated statements of comprehensive income for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, (iv) the unaudited consolidated statements of changes in stockholders' equity, (iv) the unaudited consolidated statements of cash flows and (v) related notes.

~~____________________~~


*104			~~This~~Cover page interactive data file (embedded within 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 1934.101).

____________________

Union Bankshares, Inc. Page 4643



	Three Month Periods Ended March 31, 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	—		—		—		2,196			—			—			2,196
Other comprehensive income	—		—		—		—			—			1,075			1,075
Dividend reinvestment plan	223		—		6		—			2			—			8
Cash dividends declared ($0.32 per share)	—		—		—		(1,432		)	—			—			(1,432		)
Stock based compensation expense	—		—		76		—			—			—			76
Exercise of stock options	1,000		2		20		—			—			—			22
Balances, March 31, 2020	4,473,200		$	9,899	$	1,226	$	64,783		$	(4,181	)	$	2,061		$	73,788

Balances, December 31, 2018	4,466,679		$	9,888	$	894	$	58,911		$	(4,179	)	$	(1,023	)	$	64,491
Net income	—		—		—		2,621			—			—			2,621
Other comprehensive income	—		—		—		—			—			940			940
Dividend reinvestment plan	246		—		10		—			2			—			12
Cash dividends declared ($0.31 per share)	—		—		—		(1,385		)	—			—			(1,385		)
Stock based compensation expense	—		—		43		—			—			—			43
Exercise of stock options	1,000		2		20		—			—			—			22
Purchase of treasury stock	(300	)	—		—		—			(13		)	—			(13		)
Balances, March 31, 2019	4,467,625		$	9,890	$	967	$	60,147		$	(4,190	)	$	(83	)	$	66,731



Cash Flows From Financing Activities
Repayment of long-term debt	—			(10,000		)
Net increase in short-term borrowings outstanding	15,000			19,963
Net increase (decrease) in noninterest bearing deposits	3,529			(5,133		)
Net decrease in interest bearing deposits	(8,997		)	(18,825		)
Net (decrease) increase in time deposits	(2,499		)	17,561
Issuance of common stock	22			22
Purchase of treasury stock	—			(13		)
Dividends paid	(1,424		)	(1,373		)
Net cash provided by financing activities	5,631			2,202
Net decrease in cash and cash equivalents	(9,422		)	(10,697		)
Cash and cash equivalents
Beginning of period	51,134			37,289
End of period	$	41,712		$	26,592
Supplemental Disclosures of Cash Flow Information
Interest paid	$	1,925		$	1,174
Income taxes paid	$	—		$	—

Supplemental Schedule of Noncash Investing Activities
Investment in limited partnerships acquired by capital contributions payable	$	2,722		$	—
Right-of-use operating lease assets obtained in exchange for operating lease liabilities	$	—		$	2,002

Dividends paid on Common Stock:
Dividends declared	$	1,432		$	1,385
Dividends reinvested	(8		)	(12		)
	$	1,424		$	1,373



	New TDRs During the					New TDRs During the
	Three Months Ended March 31, 2020					Three Months Ended March 31, 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



	Three Months Ended
	March 31, 2020									March 31, 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	$	1,372		$	(288	)	$	1,084		$	1,194		$	(251	)	$	943
Reclassification adjustment for net gains on investment securities available-for-sale realized in net income	(11		)	2			(9		)	(4		)	1			(3		)
Total other comprehensive income	$	1,361		$	(286	)	$	1,075		$	1,190		$	(250	)	$	940



	Three Months Ended March 31, 2020					Three Months Ended March 31, 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	$	135,561	18.4	—		$	125,202	18.1	—
Interest bearing checking accounts	169,513		23.1	0.40	%	152,091		22.1	0.20	%
Money market accounts	176,150		24.0	1.32	%	180,256		26.1	1.19	%
Savings accounts	107,420		14.6	0.15	%	106,711		15.5	0.15	%
Total nontime deposits	588,644		80.1	0.54	%	564,260		81.8	0.46	%
Time deposits:
Less than $100,000	75,132		10.2	1.26	%	70,737		10.3	1.20	%
$100,000 and over	71,264		9.7	1.62	%	54,639		7.9	1.56	%
Total time deposits	146,396		19.9	1.44	%	125,376		18.2	1.36	%
Total deposits	$	735,040	100.0	0.72	%	$	689,636	100.0	0.63	%