UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31,September 30, 2022
Commission file number: 001-15985
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:
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| 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 ☒ 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 ☒ 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.
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Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of AprilOctober 29, 2022.
| | | | | | | | | | | | | | |
| Common Stock, $2 par value | | 4,495,6724,498,292 | | shares |
UNION BANKSHARES, INC.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
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PART II OTHER INFORMATION | |
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
UNION BANKSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
| | | March 31, 2022 | December 31, 2021 | | September 30, 2022 | December 31, 2021 |
| | (Unaudited) | | | (Unaudited) | |
Assets | Assets | (Dollars in thousands) | Assets | (Dollars in thousands) |
Cash and due from banks | Cash and due from banks | $ | 5,047 | | $ | 4,659 | | Cash and due from banks | $ | 4,061 | | $ | 4,659 | |
Federal funds sold and overnight deposits | Federal funds sold and overnight deposits | 45,755 | | 61,263 | | Federal funds sold and overnight deposits | 28,080 | | 61,263 | |
Cash and cash equivalents | Cash and cash equivalents | 50,802 | | 65,922 | | Cash and cash equivalents | 32,141 | | 65,922 | |
Interest bearing deposits in banks | Interest bearing deposits in banks | 14,192 | | 13,196 | | Interest bearing deposits in banks | 14,441 | | 13,196 | |
Investment securities available-for-sale | Investment securities available-for-sale | 272,151 | | 267,819 | | Investment securities available-for-sale | 240,121 | | 267,819 | |
| Other investments | Other investments | 1,273 | | 1,132 | | Other investments | 1,134 | | 1,132 | |
Total investments | Total investments | 273,424 | | 268,951 | | Total investments | 241,255 | | 268,951 | |
Loans held for sale | Loans held for sale | 2,349 | | 13,829 | | Loans held for sale | 3,143 | | 13,829 | |
Loans | Loans | 827,607 | | 787,050 | | Loans | 938,048 | | 787,050 | |
Allowance for loan losses | Allowance for loan losses | (8,336) | | (8,336) | | Allowance for loan losses | (8,340) | | (8,336) | |
Net deferred loan costs | Net deferred loan costs | 1,007 | | 705 | | Net deferred loan costs | 1,304 | | 705 | |
Net loans | Net loans | 820,278 | | 779,419 | | Net loans | 931,012 | | 779,419 | |
| Premises and equipment, net | Premises and equipment, net | 21,320 | | 21,615 | | Premises and equipment, net | 20,718 | | 21,615 | |
| Company-owned life insurance | Company-owned life insurance | 18,192 | | 18,764 | | Company-owned life insurance | 18,411 | | 18,764 | |
Other assets | Other assets | 32,986 | | 23,677 | | Other assets | 39,169 | | 23,677 | |
Total assets | Total assets | $ | 1,233,543 | | $ | 1,205,373 | | Total assets | $ | 1,300,290 | | $ | 1,205,373 | |
Liabilities and Stockholders’ Equity | Liabilities and Stockholders’ Equity | | Liabilities and Stockholders’ Equity | |
Liabilities | Liabilities | | | Liabilities | | |
Deposits | Deposits | | | Deposits | | |
Noninterest bearing | Noninterest bearing | $ | 303,077 | | $ | 264,888 | | Noninterest bearing | $ | 337,513 | | $ | 264,888 | |
Interest bearing | Interest bearing | 726,864 | | 723,479 | | Interest bearing | 722,208 | | 723,479 | |
Time | Time | 104,303 | | 106,715 | | Time | 136,691 | | 106,715 | |
Total deposits | Total deposits | 1,134,244 | | 1,095,082 | | Total deposits | 1,196,412 | | 1,095,082 | |
| Borrowed funds | | Borrowed funds | 25,000 | | — | |
Subordinated notes | Subordinated notes | 16,179 | | 16,171 | | Subordinated notes | 16,196 | | 16,171 | |
Accrued interest and other liabilities | Accrued interest and other liabilities | 13,703 | | 9,779 | | Accrued interest and other liabilities | 12,954 | | 9,779 | |
Total liabilities | Total liabilities | 1,164,126 | | 1,121,032 | | Total liabilities | 1,250,562 | | 1,121,032 | |
Commitments and Contingencies | Commitments and Contingencies | 0 | Commitments and Contingencies | |
Stockholders’ Equity | Stockholders’ Equity | | Stockholders’ Equity | |
Common stock, $2.00 par value; 7,500,000 shares authorized; 4,968,692 shares issued at March 31, 2022 and 4,967,093 shares issued at December 31, 2021 | 9,937 | | 9,934 | | |
Common stock, $2.00 par value; 7,500,000 shares authorized; 4,970,509 shares issued at September 30, 2022 and 4,967,093 shares issued at December 31, 2021 | | Common stock, $2.00 par value; 7,500,000 shares authorized; 4,970,509 shares issued at September 30, 2022 and 4,967,093 shares issued at December 31, 2021 | 9,941 | | 9,934 | |
Additional paid-in capital | Additional paid-in capital | 1,878 | | 1,769 | | Additional paid-in capital | 2,150 | | 1,769 | |
Retained earnings | Retained earnings | 79,259 | | 78,350 | | Retained earnings | 82,801 | | 78,350 | |
Treasury stock at cost; 475,522 shares at March 31, 2022 and 473,438 shares at December 31, 2021 | (4,231) | | (4,160) | | |
Treasury stock at cost; 474,622 shares at September 30, 2022 and 473,438 shares at December 31, 2021 | | Treasury stock at cost; 474,622 shares at September 30, 2022 and 473,438 shares at December 31, 2021 | (4,226) | | (4,160) | |
Accumulated other comprehensive loss | Accumulated other comprehensive loss | (17,426) | | (1,552) | | Accumulated other comprehensive loss | (40,938) | | (1,552) | |
Total stockholders' equity | Total stockholders' equity | 69,417 | | 84,341 | | Total stockholders' equity | 49,728 | | 84,341 | |
Total liabilities and stockholders' equity | Total liabilities and stockholders' equity | $ | 1,233,543 | | $ | 1,205,373 | | Total liabilities and stockholders' equity | $ | 1,300,290 | | $ | 1,205,373 | |
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, | | | | | | | | | | | | | | | |
| | 2022 | 2021 | | | Three Months Ended September 30, | Nine Months Ended September 30, |
| | (Dollars in thousands, except per share data) | | 2022 | 2021 | 2022 | 2021 |
Interest and dividend income | Interest and dividend income | | | Interest and dividend income | (Dollars in thousands, except per share data) |
Interest and fees on loans | Interest and fees on loans | $ | 8,474 | | $ | 8,885 | | | Interest and fees on loans | $ | 10,074 | | $ | 9,115 | | $ | 27,558 | | $ | 27,236 | |
Interest on debt securities: | Interest on debt securities: | | | Interest on debt securities: | |
Taxable | Taxable | 972 | | 404 | | | Taxable | 1,077 | | 511 | | 3,087 | | 1,371 | |
Tax exempt | Tax exempt | 222 | | 151 | | | Tax exempt | 221 | | 154 | | 664 | | 459 | |
Dividends | Dividends | 6 | | 4 | | | Dividends | 7 | | 4 | | 17 | | 12 | |
Interest on federal funds sold and overnight deposits | Interest on federal funds sold and overnight deposits | 19 | | 19 | | | Interest on federal funds sold and overnight deposits | 41 | | 34 | | 154 | | 67 | |
Interest on interest bearing deposits in banks | Interest on interest bearing deposits in banks | 33 | | 37 | | | Interest on interest bearing deposits in banks | 43 | | 34 | | 113 | | 105 | |
Total interest and dividend income | Total interest and dividend income | 9,726 | | 9,500 | | | Total interest and dividend income | 11,463 | | 9,852 | | 31,593 | | 29,250 | |
Interest expense | Interest expense | | | Interest expense | |
Interest on deposits | Interest on deposits | 621 | | 1,047 | | | Interest on deposits | 868 | | 595 | | 2,080 | | 2,566 | |
Interest on borrowed funds | Interest on borrowed funds | — | | 54 | | | Interest on borrowed funds | 14 | | 55 | | 14 | | 164 | |
Interest on subordinated notes | Interest on subordinated notes | 142 | | — | | | Interest on subordinated notes | 141 | | 56 | | 425 | | 56 | |
Total interest expense | Total interest expense | 763 | | 1,101 | | | Total interest expense | 1,023 | | 706 | | 2,519 | | 2,786 | |
Net interest income | Net interest income | 8,963 | | 8,399 | | | Net interest income | 10,440 | | 9,146 | | 29,074 | | 26,464 | |
Provision for loan losses | Provision for loan losses | — | | 150 | | | Provision for loan losses | — | | — | | — | | 225 | |
Net interest income after provision for loan losses | Net interest income after provision for loan losses | 8,963 | | 8,249 | | | Net interest income after provision for loan losses | 10,440 | | 9,146 | | 29,074 | | 26,239 | |
Noninterest income | Noninterest income | | | Noninterest income | |
Trust income | Trust income | 209 | | 185 | | | Trust income | 203 | | 216 | | 629 | | 599 | |
Service fees | Service fees | 1,635 | | 1,523 | | | Service fees | 1,803 | | 1,720 | | 5,176 | | 4,824 | |
Net gains on sales of investment securities available-for-sale | 26 | | — | | | |
Net (losses) gains on sales of investment securities available-for-sale | | Net (losses) gains on sales of investment securities available-for-sale | — | | (30) | | 31 | | (30) | |
Net gains on sales of loans held for sale | Net gains on sales of loans held for sale | 14 | | 894 | | | Net gains on sales of loans held for sale | 448 | | 1,929 | | 748 | | 3,974 | |
Net gains on other investments | 82 | | 44 | | | |
Other income (loss) | 89 | | (25) | | | |
Net (losses) gains on other investments | | Net (losses) gains on other investments | (60) | | (1) | | (120) | | 58 | |
Other income | | Other income | 73 | | 367 | | 223 | | 536 | |
Total noninterest income | Total noninterest income | 2,055 | | 2,621 | | | Total noninterest income | 2,467 | | 4,201 | | 6,687 | | 9,961 | |
Noninterest expenses | Noninterest expenses | | | Noninterest expenses | |
Salaries and wages | Salaries and wages | 3,410 | | 3,083 | | | Salaries and wages | 3,575 | | 3,918 | | 10,505 | | 10,554 | |
Employee benefits | Employee benefits | 1,305 | | 1,169 | | | Employee benefits | 1,154 | | 1,192 | | 3,754 | | 3,564 | |
Occupancy expense, net | Occupancy expense, net | 527 | | 477 | | | Occupancy expense, net | 448 | | 425 | | 1,437 | | 1,429 | |
Equipment expense | Equipment expense | 916 | | 798 | | | Equipment expense | 948 | | 872 | | 2,798 | | 2,542 | |
Other expenses | Other expenses | 1,956 | | 1,926 | | | Other expenses | 2,241 | | 2,141 | | 6,281 | | 6,301 | |
Total noninterest expenses | Total noninterest expenses | 8,114 | | 7,453 | | | Total noninterest expenses | 8,366 | | 8,548 | | 24,775 | | 24,390 | |
Income before provision for income taxes | Income before provision for income taxes | 2,904 | | 3,417 | | | Income before provision for income taxes | 4,541 | | 4,799 | | 10,986 | | 11,810 | |
Provision for income taxes | Provision for income taxes | 422 | | 541 | | | Provision for income taxes | 783 | | 874 | | 1,815 | | 2,018 | |
Net income | Net income | $ | 2,482 | | $ | 2,876 | | | Net income | $ | 3,758 | | $ | 3,925 | | $ | 9,171 | | $ | 9,792 | |
Basic earnings per common share | Basic earnings per common share | $ | 0.55 | | $ | 0.64 | | | Basic earnings per common share | $ | 0.84 | | $ | 0.87 | | $ | 2.04 | | $ | 2.18 | |
| Diluted earnings per common share | | Diluted earnings per common share | $ | 0.83 | | $ | 0.87 | | $ | 2.03 | | $ | 2.17 | |
Weighted average number of common shares outstanding | Weighted average number of common shares outstanding | 4,494,871 | | 4,480,339 | | | Weighted average number of common shares outstanding | 4,495,348 | | 4,485,046 | | 4,494,751 | | 4,482,678 | |
| Weighted average common and potential common shares for diluted EPS | | Weighted average common and potential common shares for diluted EPS | 4,521,973 | | 4,512,090 | | 4,514,105 | | 4,508,152 | |
Dividends per common share | Dividends per common share | $ | 0.35 | | $ | 0.33 | | | Dividends per common share | $ | 0.35 | | $ | 0.33 | | $ | 1.05 | | $ | 0.99 | |
See accompanying notes to unaudited interim consolidated financial statements.
Union Bankshares, Inc. Page 2
UNION BANKSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
| | | Three Months Ended March 31, | | | Three Months Ended September 30, | Nine Months Ended September 30, |
| | 2022 | 2021 | | | 2022 | 2021 | 2022 | 2021 |
| | (Dollars in thousands) | | (Dollars in thousands) |
Net income | Net income | $ | 2,482 | | $ | 2,876 | | | Net income | $ | 3,758 | | $ | 3,925 | | $ | 9,171 | | $ | 9,792 | |
Other comprehensive loss, net of tax: | | | |
Other comprehensive (loss) income, net of tax: | | Other comprehensive (loss) income, net of tax: | |
Investment securities available-for-sale: | Investment securities available-for-sale: | | | Investment securities available-for-sale: | |
Net unrealized holding losses arising during the period on investment securities available-for-sale | Net unrealized holding losses arising during the period on investment securities available-for-sale | (15,853) | (2,555) | | | Net unrealized holding losses arising during the period on investment securities available-for-sale | (12,539) | (1,213) | | (39,361) | | (2,848) | |
Reclassification adjustment for net gains on sales of investment securities available-for-sale realized in net income | (21) | | — | | | |
Reclassification adjustment for net gains (losses) on sales of investment securities available-for-sale realized in net income | | Reclassification adjustment for net gains (losses) on sales of investment securities available-for-sale realized in net income | — | | 24 | | (25) | | 24 | |
| Total other comprehensive loss | (15,874) | | (2,555) | | | |
| Total comprehensive (loss) income | Total comprehensive (loss) income | $ | (13,392) | | $ | 321 | | | Total comprehensive (loss) income | $ | (8,781) | | $ | 2,736 | | $ | (30,215) | | $ | 6,968 | |
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)
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| Three Month Periods Ended September 30, 2022 and 2021 |
| Common Stock | | | | Accumulated other comprehensive (loss) 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 June 30, 2022 | 4,494,812 | | $ | 9,940 | | $ | 2,019 | | $ | 80,617 | | $ | (4,231) | | $ | (28,399) | | $ | 59,946 | |
Net income | — | | — | | — | | 3,758 | | — | | — | | 3,758 | |
Other comprehensive loss | — | | — | | — | | — | | — | | (12,539) | | (12,539) | |
Dividend reinvestment plan | 538 | | — | | 9 | | — | | 5 | | — | | 14 | |
Cash dividends declared ($0.35 per share) | — | | — | | — | | (1,574) | | — | | — | | (1,574) | |
Stock based compensation expense | 537 | | 1 | | 122 | | — | | — | | — | | 123 | |
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Balances, September 30, 2022 | 4,495,887 | | $ | 9,941 | | $ | 2,150 | | $ | 82,801 | | $ | (4,226) | | $ | (40,938) | | $ | 49,728 | |
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Balances June 30, 2021 | 4,483,873 | | $ | 9,916 | | $ | 1,609 | | $ | 74,006 | | $ | (4,165) | | $ | 1,001 | | $ | 82,367 | |
Net income | — | | — | | — | | 3,925 | | — | | — | | 3,925 | |
Other comprehensive loss | — | | — | | — | | — | | — | | (1,189) | | (1,189) | |
Dividend reinvestment plan | 281 | | — | | 6 | | — | | 3 | | — | | 9 | |
Cash dividends declared ($0.33 per share) | — | | — | | — | | (1,479) | | — | | — | | (1,479) | |
Stock based compensation expense | — | | — | | 91 | | — | | — | | — | | 91 | |
Exercise of stock options | 1,000 | | 2 | | 22 | | — | | — | | — | | 24 | |
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Balances, September 30, 2021 | 4,485,154 | | $ | 9,918 | | $ | 1,728 | | $ | 76,452 | | $ | (4,162) | | $ | (188) | | $ | 83,748 | |
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| Three Month Periods Ended March 31, 2022 and 2021 |
| Common Stock | | | | Accumulated other comprehensive (loss) 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, 2021 | 4,493,655 | | $ | 9,934 | | $ | 1,769 | | $ | 78,350 | | $ | (4,160) | | $ | (1,552) | | $ | 84,341 | |
Net income | — | | — | | — | | 2,482 | | — | | — | | 2,482 | |
Other comprehensive loss | — | | — | | — | | — | | — | | (15,874) | | (15,874) | |
Dividend reinvestment plan | 416 | | — | | 9 | | — | | 4 | | — | | 13 | |
Cash dividends declared ($0.35 per share) | — | | — | | — | | (1,573) | | — | | — | | (1,573) | |
Stock based compensation expense | 1,599 | | 3 | | 100 | | — | | — | | — | | 103 | |
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Purchase of treasury stock | (2,500) | | — | | — | | — | | (75) | | — | | (75) | |
Balances, March 31, 2022 | 4,493,170 | | $ | 9,937 | | $ | 1,878 | | $ | 79,259 | | $ | (4,231) | | $ | (17,426) | | $ | 69,417 | |
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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 | |
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| Nine Month Periods Ended September 30, 2022 and 2021 |
| Common Stock | | | | Accumulated other comprehensive (loss) 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, 2021 | 4,493,655 | | $ | 9,934 | | $ | 1,769 | | $ | 78,350 | | $ | (4,160) | | $ | (1,552) | | $ | 84,341 | |
Net income | — | | — | | — | | 9,171 | | — | | — | | 9,171 | |
Other comprehensive loss | — | | — | | — | | — | | — | | (39,386) | | (39,386) | |
Dividend reinvestment plan | 1,466 | | — | | 29 | | — | | 13 | | — | | 42 | |
Cash dividends declared ($1.05 per share) | — | | — | | — | | (4,720) | | — | | — | | (4,720) | |
Stock based compensation expense | 3,416 | | 7 | | 352 | | — | | — | | — | | 359 | |
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Purchase of treasury stock | (2,650) | | — | | — | | — | | (79) | | — | | (79) | |
Balances, September 30, 2022 | 4,495,887 | | $ | 9,941 | | $ | 2,150 | | $ | 82,801 | | $ | (4,226) | | $ | (40,938) | | $ | 49,728 | |
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Balances, December 31, 2020 | 4,480,100 | | $ | 9,910 | | $ | 1,393 | | $ | 71,097 | | $ | (4,169) | | $ | 2,636 | | $ | 80,867 | |
Net income | — | | — | | — | | 9,792 | | — | | — | | 9,792 | |
Other comprehensive loss | — | | — | | — | | — | | — | | (2,824) | | (2,824) | |
Dividend reinvestment plan | 999 | | — | | 21 | | — | | 9 | | — | | 30 | |
Cash dividends declared ($0.99 per share) | — | | — | | — | | (4,437) | | — | | — | | (4,437) | |
Stock based compensation expense | 2,152 | | 4 | | 270 | | — | | — | | — | | 274 | |
Exercise of stock options | 2,000 | | 4 | | 44 | | — | | — | | — | | 48 | |
Purchase of treasury stock | (97) | | — | | — | | — | | (2) | | — | | (2) | |
Balances, September 30, 2021 | 4,485,154 | | $ | 9,918 | | $ | 1,728 | | $ | 76,452 | | $ | (4,162) | | $ | (188) | | $ | 83,748 | |
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, | | Nine Months Ended September 30, |
| | 2022 | 2021 | | 2022 | 2021 |
Cash Flows From Operating Activities | Cash Flows From Operating Activities | (Dollars in thousands) | Cash Flows From Operating Activities | (Dollars in thousands) |
Net income | Net income | $ | 2,482 | | $ | 2,876 | | Net income | $ | 9,171 | | $ | 9,792 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | |
Adjustments to reconcile net income to net cash provided by operating activities: | | Adjustments to reconcile net income to net cash provided by operating activities: | | |
Depreciation | Depreciation | 459 | | 459 | | Depreciation | 1,373 | | 1,364 | |
Provision for loan losses | Provision for loan losses | — | | 150 | | Provision for loan losses | — | | 225 | |
Deferred income tax provision | Deferred income tax provision | 11 | | 14 | | Deferred income tax provision | 11 | | 12 | |
Net amortization of premiums on investment securities | Net amortization of premiums on investment securities | 160 | | 168 | | Net amortization of premiums on investment securities | 485 | | 443 | |
Equity in losses of limited partnerships | Equity in losses of limited partnerships | 256 | | 262 | | Equity in losses of limited partnerships | 864 | | 739 | |
Stock based compensation expense | Stock based compensation expense | 103 | | 92 | | Stock based compensation expense | 359 | | 274 | |
Net (increase) decrease in unamortized loan costs | (302) | | 619 | | |
Net increase in unamortized loan costs | | Net increase in unamortized loan costs | (599) | | (182) | |
Proceeds from sales of loans held for sale | Proceeds from sales of loans held for sale | 16,430 | | 30,574 | | Proceeds from sales of loans held for sale | 60,915 | | 168,204 | |
Origination of loans held for sale | Origination of loans held for sale | (4,936) | | (37,704) | | Origination of loans held for sale | (49,481) | | (149,863) | |
Net gains on sales of loans held for sale | Net gains on sales of loans held for sale | (14) | | (894) | | Net gains on sales of loans held for sale | (748) | | (3,974) | |
| Net gains on sales of investment securities available-for-sale | (26) | | — | | |
Net losses on disposals of premises and equipment | | Net losses on disposals of premises and equipment | — | | 108 | |
Net (gains) losses on sales of investment securities available-for-sale | | Net (gains) losses on sales of investment securities available-for-sale | (31) | | 30 | |
| Net gains on sales of other real estate owned | Net gains on sales of other real estate owned | — | | (11) | | Net gains on sales of other real estate owned | — | | (11) | |
Net gains on other investments | (82) | | (44) | | |
Increase in accrued interest receivable | (49) | | (95) | | |
Net losses (gains) on other investments | | Net losses (gains) on other investments | 120 | | (58) | |
(Increase) decrease in accrued interest receivable | | (Increase) decrease in accrued interest receivable | (6) | | 1,131 | |
Amortization of core deposit intangible | Amortization of core deposit intangible | — | | 43 | | Amortization of core deposit intangible | — | | 71 | |
Amortization of debt issuance costs | Amortization of debt issuance costs | 8 | | — | | Amortization of debt issuance costs | 25 | | 3 | |
Increase in other assets | Increase in other assets | (436) | | (412) | | Increase in other assets | (312) | | (652) | |
| Increase (decrease) in other liabilities | Increase (decrease) in other liabilities | 704 | | (873) | | Increase (decrease) in other liabilities | 575 | | (358) | |
Net cash provided by (used in) operating activities | 14,768 | | (4,776) | | |
Net cash provided by operating activities | | Net cash provided by operating activities | 22,721 | | 27,298 | |
Cash Flows From Investing Activities | Cash Flows From Investing Activities | | | Cash Flows From Investing Activities | | |
Interest bearing deposits in banks | Interest bearing deposits in banks | | | Interest bearing deposits in banks | | |
Proceeds from maturities and redemptions | Proceeds from maturities and redemptions | 1,992 | | 498 | | Proceeds from maturities and redemptions | 5,478 | | 4,482 | |
Purchases | Purchases | (2,988) | | (2,490) | | Purchases | (6,723) | | (3,984) | |
| Investment securities available-for-sale | Investment securities available-for-sale | | Investment securities available-for-sale | |
Proceeds from sales | Proceeds from sales | 6,827 | | — | | Proceeds from sales | 6,827 | | 8,718 | |
Proceeds from maturities, calls and paydowns | Proceeds from maturities, calls and paydowns | 7,304 | | 7,310 | | Proceeds from maturities, calls and paydowns | 19,161 | | 20,931 | |
Purchases | Purchases | (38,691) | | (46,880) | | Purchases | (48,599) | | (112,137) | |
Net purchases of other investments | Net purchases of other investments | (59) | | (41) | | Net purchases of other investments | (122) | | (78) | |
Net decrease in nonmarketable stock | 276 | | — | | |
Net increase in nonmarketable stock | | Net increase in nonmarketable stock | (652) | | (14) | |
| Net increase in loans | Net increase in loans | (40,558) | | (31,085) | | Net increase in loans | (151,000) | | (1,066) | |
Recoveries of loans charged off | Recoveries of loans charged off | 1 | | 8 | | Recoveries of loans charged off | 6 | | 67 | |
Net purchases of premises and equipment | Net purchases of premises and equipment | (164) | | (302) | | Net purchases of premises and equipment | (476) | | (3,241) | |
| Investments in limited partnerships | Investments in limited partnerships | (1,355) | | (700) | | Investments in limited partnerships | (1,975) | | (1,705) | |
| Proceeds from sales of other real estate owned | Proceeds from sales of other real estate owned | — | | 61 | | Proceeds from sales of other real estate owned | — | | 61 | |
| Net cash used in investing activities | Net cash used in investing activities | (67,415) | | (73,621) | | Net cash used in investing activities | (178,075) | | (87,966) | |
Union Bankshares, Inc. Page 5
| | | Three Months Ended March 31, | | Nine Months Ended September 30, |
| | 2022 | 2021 | | 2022 | 2021 |
| Cash Flows From Financing Activities | Cash Flows From Financing Activities | (Dollars in thousands) | Cash Flows From Financing Activities | (Dollars in thousands) |
| Repayment of long-term borrowings | | Repayment of long-term borrowings | — | | (164) | |
Net increase in short-term borrowings outstanding | | Net increase in short-term borrowings outstanding | 25,000 | | — | |
Net increase in noninterest bearing deposits | Net increase in noninterest bearing deposits | 38,189 | | 16,747 | | Net increase in noninterest bearing deposits | 72,625 | | 37,695 | |
Net increase in interest bearing deposits | 3,385 | | 11,591 | | |
Net decrease in time deposits | (2,412) | | (14,749) | | |
| Net (decrease) increase in interest bearing deposits | | Net (decrease) increase in interest bearing deposits | (1,271) | | 43,069 | |
Net increase (decrease) in time deposits | | Net increase (decrease) in time deposits | 29,976 | | (34,422) | |
Proceeds from issuance of subordinated notes | | Proceeds from issuance of subordinated notes | — | | 16,500 | |
Debt issuance costs incurred with issuance of subordinated notes | | Debt issuance costs incurred with issuance of subordinated notes | — | | (339) | |
Exercise of stock options | Exercise of stock options | — | | 12 | | Exercise of stock options | — | | 48 | |
Purchase of treasury stock | Purchase of treasury stock | (75) | | (2) | | Purchase of treasury stock | (79) | | (2) | |
Dividends paid | Dividends paid | (1,560) | | (1,467) | | Dividends paid | (4,678) | | (4,407) | |
Net cash provided by financing activities | Net cash provided by financing activities | 37,527 | | 12,132 | | Net cash provided by financing activities | 121,573 | | 57,978 | |
Net decrease in cash and cash equivalents | Net decrease in cash and cash equivalents | (15,120) | | (66,265) | | Net decrease in cash and cash equivalents | (33,781) | | (2,690) | |
Cash and cash equivalents | Cash and cash equivalents | | Cash and cash equivalents | |
Beginning of period | Beginning of period | 65,922 | | 122,771 | | Beginning of period | 65,922 | | 122,771 | |
End of period | End of period | $ | 50,802 | | $ | 56,506 | | End of period | $ | 32,141 | | $ | 120,081 | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information | | | Supplemental Disclosures of Cash Flow Information | | |
Interest paid | Interest paid | $ | 911 | | $ | 1,122 | | Interest paid | $ | 2,654 | | $ | 2,842 | |
| Income taxes paid | | Income taxes paid | $ | 450 | | $ | 1,550 | |
| Supplemental Schedule of Noncash Investing Activities | Supplemental Schedule of Noncash Investing Activities | | Supplemental Schedule of Noncash Investing Activities | |
| Investment in limited partnerships acquired by capital contributions payable | Investment in limited partnerships acquired by capital contributions payable | $ | 3,494 | | $ | — | | Investment in limited partnerships acquired by capital contributions payable | $ | 3,494 | | $ | 1,264 | |
| | Dividends paid on Common Stock: | Dividends paid on Common Stock: | | Dividends paid on Common Stock: | |
Dividends declared | Dividends declared | $ | 1,573 | | $ | 1,479 | | Dividends declared | $ | 4,720 | | $ | 4,437 | |
Dividends reinvested | Dividends reinvested | (13) | | (12) | | Dividends reinvested | (42) | | (30) | |
| | $ | 1,560 | | $ | 1,467 | | | $ | 4,678 | | $ | 4,407 | |
| |
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
The accompanying unaudited interim consolidated financial statements of Union Bankshares, Inc. and Subsidiary (together, the Company) as of March 31,September 30, 2022, and for the three and nine months ended March 31,September 30, 2022 and 2021, 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, 2021, as amended by Amendment No. 1 on Form 10-K/A (2021 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 2021 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, 2022, 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 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 2021 consolidated financial statements have been reclassified to conform to the current year presentation.
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.
Union Bankshares, Inc. Page 7
| | | | | | | | | | | |
AFS: | Available-for-sale | ICS: | Insured Cash Sweeps of the Promontory Interfinancial Network |
ALCO: | Asset Liability Committee | IRS: | Internal Revenue Service |
ALL: | Allowance for loan losses | MBS: | Mortgage-backed security |
ASC: | Accounting Standards Codification | MSRs: | Mortgage servicing rights |
ASU: | Accounting Standards Update | OAO: | Other assets owned |
Board: | Board of Directors | OCI: | Other comprehensive income (loss) |
bp or bps: | Basis point(s) | OFAC: | U.S. Office of Foreign Assets Control |
CARES Act: | Coronavirus Aid, Relief and Economic Security Act | OREO: | Other real estate owned |
CDARS: | Certificate of Deposit Accounts Registry Service of the Promontory Interfinancial Network | OTTI: | Other-than-temporary impairment |
Company: | Union Bankshares, Inc. and Subsidiary | 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:RD: | PPP Liquidity Facility of the FRBUSDA Rural Development |
DRIP: | Dividend Reinvestment Plan | RD:RSU: | USDA Rural DevelopmentRestricted Stock Unit |
FASB: | Financial Accounting Standards Board | RSU:SBA: | Restricted Stock UnitU.S. Small Business Administration |
FDIC: | Federal Deposit Insurance Corporation | SBA: | U.S. Small Business Administration |
FHA: | U.S. Federal Housing Administration | SEC: | U.S. Securities and Exchange Commission |
FHLB:FHA: | U.S. Federal Home Loan Bank of BostonHousing Administration | TDR: | Troubled-debt restructuring |
FRB:FHLB: | Federal Reserve BoardHome Loan Bank of Boston | Union: | Union Bank, the sole subsidiary of Union Bankshares, Inc |
FRB: | Federal Reserve Board | USDA: | U.S. Department of Agriculture |
FHLMC/Freddie Mac: | Federal Home Loan Mortgage Corporation | USDA:VA: | U.S. Department of AgricultureVeterans Administration |
GAAP: | Generally Accepted Accounting Principles in the United States | VA:2014 Equity Plan: | U.S. Veterans Administration2014 Equity Incentive Plan, as amended |
HTM: | Held-to-maturity | 2014 Equity Plan: | 2014 Equity Incentive Plan |
HUD: | U.S. Department of Housing and Urban Development | 2021 Annual ReportReport: | Annual Report on Form 10-K for the year ended December 31, 2021, as amended by Amendment No. 1 on Form 10-K/A |
HUD: | U.S. Department of Housing and Urban Development | |
Union Bankshares, Inc. Page 7
Note 2. 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.
Union Bankshares, Inc. Page 8
Note 3. Per Share Information
Earnings per common share are computed based onThe following table presents the weighted average numberreconciliation between the calculation of shares of common stock outstanding during the periodbasic EPS and reduced for shares held in treasury. The dilutive effect of outstanding stock-based awards, consisting of RSUs with respect to 11,893 sharesdiluted EPS for the three and nine months ended March 31,September 30, 2022 and both RSUs and2021:
| | | | | | | | | | | | | | | |
| | | | | |
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |
| 2022 | 2021 | 2022 | 2021 | |
| (Dollars in thousands, except per share data) |
Net income | $ | 3,758 | | $ | 3,925 | | $ | 9,171 | | $ | 9,792 | | |
Weighted average common shares outstanding for basic EPS | 4,495,348 | | 4,485,046 | | 4,494,751 | | 4,482,678 | | |
Dilutive effect of stock-based awards (1) | 26,625 | | 27,044 | | 19,354 | | 25,474 | | |
Weighted average common and potential common shares for diluted EPS | 4,521,973 | | 4,512,090 | | 4,514,105 | | 4,508,152 | | |
Earnings per common share: | | | | | |
Basic EPS | $ | 0.84 | | $ | 0.87 | | $ | 2.04 | | $ | 2.18 | | |
Diluted EPS | $ | 0.83 | | $ | 0.87 | | $ | 2.03 | | $ | 2.17 | | |
____________________(1)Dilutive effect of stock based awards represents the effect of the assumed exercise of stock options with respect to 17,697 shares for the same period last year, did(2021 only) and vesting of restricted stock units. Unvested awards do not result in material dilution and is not included in the calculation.
have dividend or dividend equivalent rights.
Note 4. 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 newthis 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 expected credit losses. The new guidance in the ASU, 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 for fiscal 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. The Company did not choose to early adopt the ASU. As the Company is a smaller reporting company, the ASU will become effective for the Company beginning with the 2023 fiscal year. The Company has established a CECL implementation team and developed a transition project plan. The Company utilizes a software 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 datato be collected and trainingprogress is ongoing surrounding CECL implementation and methodologies. In addition, the Company is conducting parallel calculations under the existing incurred loss model and the CECL model throughout 2022. The Company continues to review, validate and refine its CECL loss methodologies and control environment in preparation for adoption. The measures will facilitate the eventualfinal implementation process and management's evaluation of the potential impact of the ASU on the Company's consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and has issued subsequent amendments thereto, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The transition away from LIBOR is not expected to have a material impact on the Company's consolidated financial statements.
In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures which eliminates the accounting guidance for TDRs, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The ASU also requires disclosure of current period charge offs by year of origination for loans and leases. ASU No. 2022-02 is
Union Bankshares, Inc. Page 9
effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. ASU No. 2022-02 is not expected to have a material impact on the Company’s consolidated financial statements.
Union Bankshares, Inc. Page 8
Note 5. Investment Securities
Debt securities AFS as of the balance sheet dates consisted of the following:
| March 31, 2022 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |
September 30, 2022 | | September 30, 2022 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value |
| | (Dollars in thousands) | | (Dollars in thousands) |
| U.S. Government-sponsored enterprises | U.S. Government-sponsored enterprises | $ | 45,993 | | $ | — | | $ | (2,683) | | $ | 43,310 | | U.S. Government-sponsored enterprises | $ | 45,278 | | $ | 4 | | $ | (5,934) | | $ | 39,348 | |
Agency mortgage-backed | Agency mortgage-backed | 197,776 | | 38 | | (16,214) | | 181,600 | | Agency mortgage-backed | 196,908 | | — | | (36,063) | | 160,845 | |
State and political subdivisions | State and political subdivisions | 43,611 | | 148 | | (3,427) | | 40,332 | | State and political subdivisions | 43,416 | | 24 | | (9,597) | | 33,843 | |
Corporate | Corporate | 6,829 | | 114 | | (34) | | 6,909 | | Corporate | 6,339 | | — | | (254) | | 6,085 | |
Total | Total | $ | 294,209 | | $ | 300 | | $ | (22,358) | | $ | 272,151 | | Total | $ | 291,941 | | $ | 28 | | $ | (51,848) | | $ | 240,121 | |
|
| | | | | | | | | | | | | | |
December 31, 2021 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value |
| (Dollars in thousands) |
| | | | |
| | | | |
U.S. Government-sponsored enterprises | $ | 37,176 | | $ | 55 | | $ | (593) | | $ | 36,638 | |
Agency mortgage-backed | 181,216 | | 574 | | (3,540) | | 178,250 | |
State and political subdivisions | 44,068 | | 1,293 | | (107) | | 45,254 | |
Corporate | 7,323 | | 381 | | (27) | | 7,677 | |
Total | $ | 269,783 | | $ | 2,303 | | $ | (4,267) | | $ | 267,819 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
There were no investment securities HTM at March 31,September 30, 2022 or December 31, 2021. Investment securities AFS with a carrying amountamounts of $551$434 thousand and $589$608 thousand were pledged as collateral for public unit deposits or for other purposes as required or permitted by law at March 31,September 30, 2022 and December 31, 2021, respectively.
The amortized cost and estimated fair value of debt securities by contractual scheduled maturity as of March 31,September 30, 2022 were as follows:
| | | Amortized Cost | Fair Value | | Amortized Cost | Fair Value |
Available-for-sale | Available-for-sale | (Dollars in thousands) | Available-for-sale | (Dollars in thousands) |
| Due in one year or less | | Due in one year or less | $ | 5 | | $ | 5 | |
Due from one to five years | Due from one to five years | $ | 10,246 | | $ | 10,008 | | Due from one to five years | 16,620 | | 15,161 | |
Due from five to ten years | Due from five to ten years | 39,883 | | 37,834 | | Due from five to ten years | 33,011 | | 28,740 | |
Due after ten years | Due after ten years | 46,304 | | 42,709 | | Due after ten years | 45,397 | | 35,370 | |
| | 96,433 | | 90,551 | | | 95,033 | | 79,276 | |
Agency mortgage-backed | Agency mortgage-backed | 197,776 | | 181,600 | | Agency mortgage-backed | 196,908 | | 160,845 | |
Total debt securities available-for-sale | Total debt securities available-for-sale | $ | 294,209 | | $ | 272,151 | | Total debt securities available-for-sale | $ | 291,941 | | $ | 240,121 | |
|
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 910
Information pertaining to all 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, 2022 | Less Than 12 Months | 12 Months and over | Total | |
September 30, 2022 | | September 30, 2022 | Less Than 12 Months | 12 Months and over | Total |
| | Number of Securities | Fair Value | Gross Unrealized Losses | Number of Securities | Fair Value | Gross Unrealized Losses | Number of Securities | Fair Value | Gross Unrealized Losses | | Number of Securities | Fair Value | Gross Unrealized Losses | Number of Securities | Fair Value | Gross Unrealized Losses | Number of Securities | Fair Value | Gross Unrealized Losses |
| | | (Dollars in thousands) | | | (Dollars in thousands) |
| U.S. Government- sponsored enterprises | U.S. Government- sponsored enterprises | 26 | | $ | 38,477 | | $ | (2,146) | | 10 | | $ | 4,833 | | $ | (537) | | 36 | | $ | 43,310 | | $ | (2,683) | | U.S. Government- sponsored enterprises | 10 | | $ | 10,585 | | $ | (1,427) | | 24 | | $ | 25,520 | | $ | (4,507) | | 34 | | $ | 36,105 | | $ | (5,934) | |
Agency mortgage-backed | Agency mortgage-backed | 61 | | 132,852 | | (10,717) | | 25 | | 44,787 | | (5,497) | | 86 | | 177,639 | | (16,214) | | Agency mortgage-backed | 48 | | 82,858 | | (15,176) | | 45 | | 77,987 | | (20,887) | | 93 | | 160,845 | | (36,063) | |
State and political subdivisions | State and political subdivisions | 56 | | 34,049 | | (3,427) | | — | | — | | — | | 56 | | 34,049 | | (3,427) | | State and political subdivisions | 67 | | 32,606 | | (9,237) | | 1 | | 710 | | (360) | | 68 | | 33,316 | | (9,597) | |
Corporate | Corporate | 4 | | 1,980 | | (20) | | 1 | | 486 | | (14) | | 5 | | 2,466 | | (34) | | Corporate | 10 | | 4,681 | | (157) | | 3 | | 1,404 | | (97) | | 13 | | 6,085 | | (254) | |
| Total | Total | 147 | | $ | 207,358 | | $ | (16,310) | | 36 | | $ | 50,106 | | $ | (6,048) | | 183 | | $ | 257,464 | | $ | (22,358) | | Total | 135 | | $ | 130,730 | | $ | (25,997) | | 73 | | $ | 105,621 | | $ | (25,851) | | 208 | | $ | 236,351 | | $ | (51,848) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 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 | 18 | | $ | 29,754 | | $ | (464) | | 14 | | $ | 3,885 | | $ | (129) | | 32 | | $ | 33,639 | | $ | (593) | |
Agency mortgage-backed | 41 | | 130,742 | | (2,252) | | 17 | | 32,955 | | (1,288) | | 58 | | 163,697 | | (3,540) | |
State and political subdivisions | 17 | | 17,483 | | (107) | | — | | — | | — | | 17 | | 17,483 | | (107) | |
Corporate | 2 | | 985 | | (15) | | 1 | | 488 | | (12) | | 3 | | 1,473 | | (27) | |
| | | | | | | | | |
| | | | | | | | | |
Total | 78 | | $ | 178,964 | | $ | (2,838) | | 32 | | $ | 37,328 | | $ | (1,429) | | 110 | | $ | 216,292 | | $ | (4,267) | |
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;
•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,September 30, 2022 and December 31, 2021 for the foreseeable future. The decline in value is the result of market conditions and not attributable to credit quality in the investment securities and no declines were deemed by management to be OTT.
Union Bankshares, Inc. Page 1011
The following table presents the proceeds from sales and calls resulting in gross realized gains and gross realized losses from the salesdisposition of AFS securities for the three months ended March 31, 2022:securities:
| | | | | | | | |
| | | | |
| | For The Three Months Ended March 31, 2022 |
| | | | |
| | | (Dollars in thousands) |
Proceeds | | | $ | 6,827 | | |
| | | | |
Gross gains | | | 76 | | |
Gross losses | | | (50) | | |
Net gains on sales of investment securities AFS | | | $ | 26 | | |
There were no sales of AFS securities during the three months ended March 31, 2021. | | | | | | | | | | | | | | |
| | | | |
| For The Three Months Ended September 30, | For The Nine Months Ended September 30, |
| 2022 | 2021 | 2022 | 2021 |
| (Dollars in thousands) |
Proceeds from sales | $ | — | | $ | 8,718 | | $ | 6,827 | | $ | 8,718 | |
Proceeds from calls | — | | — | | 502 | | — | |
| | | | |
Gross gains | — | | 27 | | 81 | | 27 | |
Gross losses | — | | (57) | | (50) | | (57) | |
Net (losses) gains on sales of investment securities AFS | $ | — | | $ | (30) | | $ | 31 | | $ | (30) | |
Note 6. 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, 2022 | December 31, 2021 | | September 30, 2022 | December 31, 2021 |
| | (Dollars in thousands) | | (Dollars in thousands) |
Residential real estate | Residential real estate | $ | 282,662 | | $ | 246,827 | | Residential real estate | $ | 326,769 | | $ | 246,827 | |
Construction real estate | Construction real estate | 68,730 | | 65,149 | | Construction real estate | 98,989 | | 65,149 | |
Commercial real estate | Commercial real estate | 348,378 | | 344,816 | | Commercial real estate | 377,458 | | 344,816 | |
Commercial | Commercial | 44,808 | | 49,788 | | Commercial | 42,228 | | 49,788 | |
Consumer | Consumer | 2,241 | | 2,376 | | Consumer | 2,129 | | 2,376 | |
Municipal | Municipal | 80,788 | | 78,094 | | Municipal | 90,475 | | 78,094 | |
Gross loans | Gross loans | 827,607 | | 787,050 | | Gross loans | 938,048 | | 787,050 | |
Allowance for loan losses | Allowance for loan losses | (8,336) | | (8,336) | | Allowance for loan losses | (8,340) | | (8,336) | |
Net deferred loan costs | Net deferred loan costs | 1,007 | | 705 | | Net deferred loan costs | 1,304 | | 705 | |
Net loans | Net loans | $ | 820,278 | | $ | 779,419 | | Net loans | $ | 931,012 | | $ | 779,419 | |
There were 8011 and 154 PPP loans totaling $6.8 million$958 thousand and $13.6 million classified as commercial loans as of March 31,September 30, 2022 and December 31, 2021, respectively. As of March 31,September 30, 2022 and December 31, 2021, remainingthere were PPP deferred origination fees of $271$32 thousand and $558 thousand, respectively, willremaining to be amortized into interest income over the lives of the respective loans.in future
Union Bankshares, Inc. Page 1112
periods, over the lives of the respective loans. PPP loan origination fees of $287$98 thousand and $668$526 thousand were recognized in earnings during the three and nine months ended March 31,September 30, 2022, respectively and $675 thousand and $2.1 million were recognized during the three and nine months ended September 30, 2021, respectively.
Qualifying residential first mortgage loans and certain commercial real estate loans with an aggregate carrying value of $172.5$271.6 million and $224.4 million were pledged as collateral for borrowings from the FHLB under a blanket lien at March 31,September 30, 2022 and December 31, 2021, respectively.
A summary of current, past due and nonaccrual loans as of the balance sheet dates follows:
| March 31, 2022 | Current | 30-59 Days | 60-89 Days | 90 Days and Over and Accruing | Nonaccrual | Total | |
September 30, 2022 | | September 30, 2022 | Current | 30-59 Days | 60-89 Days | 90 Days and Over and Accruing | Nonaccrual | Total |
| | (Dollars in thousands) | | (Dollars in thousands) |
Residential real estate | Residential real estate | $ | 281,011 | | $ | 1,361 | | $ | 88 | | $ | 80 | | $ | 122 | | $ | 282,662 | | Residential real estate | $ | 325,444 | | $ | 25 | | $ | 887 | | $ | 308 | | $ | 105 | | $ | 326,769 | |
Construction real estate | Construction real estate | 68,550 | | 45 | | — | | — | | 135 | | 68,730 | | Construction real estate | 98,936 | | — | | 43 | | — | | 10 | | 98,989 | |
Commercial real estate | Commercial real estate | 344,137 | | 93 | | — | | — | | 4,148 | | 348,378 | | Commercial real estate | 374,242 | | 1,950 | | — | | — | | 1,266 | | 377,458 | |
Commercial | Commercial | 44,644 | | 13 | | 2 | | 149 | | — | | 44,808 | | Commercial | 41,762 | | 241 | | 225 | | — | | — | | 42,228 | |
Consumer | Consumer | 2,223 | | 18 | | — | | — | | — | | 2,241 | | Consumer | 2,129 | | — | | — | | — | | — | | 2,129 | |
Municipal | Municipal | 80,788 | | — | | — | | — | | — | | 80,788 | | Municipal | 90,475 | | — | | — | | — | | — | | 90,475 | |
Total | Total | $ | 821,353 | | $ | 1,530 | | $ | 90 | | $ | 229 | | $ | 4,405 | | $ | 827,607 | | Total | $ | 932,988 | | $ | 2,216 | | $ | 1,155 | | $ | 308 | | $ | 1,381 | | $ | 938,048 | |
| | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | Current | 30-59 Days | 60-89 Days | 90 Days and Over and Accruing | Nonaccrual | Total |
| (Dollars in thousands) |
Residential real estate | $ | 245,169 | | $ | 1,328 | | $ | 130 | | $ | 53 | | $ | 147 | | $ | 246,827 | |
Construction real estate | 64,939 | | 72 | | — | | — | | 138 | | 65,149 | |
Commercial real estate | 340,209 | | 242 | | — | | — | | 4,365 | | 344,816 | |
Commercial | 49,699 | | 36 | | 8 | | 45 | | — | | 49,788 | |
Consumer | 2,376 | | — | | — | | — | | — | | 2,376 | |
Municipal | 78,094 | | — | | — | | — | | — | | 78,094 | |
Total | $ | 780,486 | | $ | 1,678 | | $ | 138 | | $ | 98 | | $ | 4,650 | | $ | 787,050 | |
There was 1one residential real estate loan totaling $118$28 thousand in process of foreclosure at March 31,September 30, 2022 and no loans in process of foreclosure at December 31, 2021. Aggregate interest on nonaccrual loans not recognized was $527$463 thousand as of March 31,September 30, 2022 and $504 thousand as of December 31, 2021.
Note 7. 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 firstthird quarter of 2022. 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.
Union Bankshares, Inc. Page 1213
The ALL consists of specific, general and unallocated components. The specific component relates to the loans that are classified as impaired. Loans are evaluated for impairment and may be classified as impaired when management believes it is probable that the Company will not collect all the contractual interest and principal payments as scheduled in the loan agreement. Impaired loans may also include troubled loans that are restructured. A TDR occurs when the Company, for economic or legal reasons related to the borrower's financial difficulties, grants a concession to the borrower that would otherwise not be granted. A TDR classification may result from the transfer of assets to the Company in partial satisfaction of a troubled loan, a modification of a loan's terms (such as reduction of stated interest rates below market rates, extension of maturity that does not conform to the Company's policies, reduction of the face amount of the loan, reduction of accrued interest, or reduction or deferment of loan payments), or a combination. A specific reserve amount is allocated to the ALL for individual loans that have been classified as impaired based on management's estimate of the fair value of the collateral for collateral dependent loans, an observable market price, or the present value of anticipated future cash flows. The Company accounts for the change in present value attributable to the passage of time in the loan loss reserve. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer, real estate or small balance commercial loans for impairment evaluation, unless such loans are subject to a restructuring agreement or have been identified as impaired as part of a larger customer relationship. Based on an evaluation of the Company's historical loss experience on substandard commercial loans, management has established the commercial loan threshold for individual impairment evaluation as commercial loan relationships with aggregate balances greater than $500 thousand.
The general component represents the level of ALL allocable to each loan portfolio segment with similar risk characteristics and is determined based on historical loss experience, adjusted for qualitative factors, for each class of loan. Management deems a five year average to be an appropriate time frame on which to base historical losses for each portfolio segment. Qualitative factors considered include underwriting, economic and market conditions, portfolio composition, collateral values, delinquencies, lender experience and legal issues. The qualitative factors are determined based on the various risk characteristics of each portfolio segment. Risk characteristics relevant to each portfolio segment are as follows:
•Residential real estate - Loans in this segment are collateralized by owner-occupied 1-4 family residential real estate, second and vacation homes, 1-4 family investment properties, home equity and second mortgage loans. Repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, could have an effect on the credit quality of this segment.
•Construction real estate - Loans in this segment include residential and commercial construction properties, commercial real estate development loans (while in the construction phase of the projects), land and land development loans. Repayment is dependent on the credit quality of the individual borrower and/or the underlying cash flows generated by the properties being constructed. The overall health of the economy, including unemployment rates, housing prices, vacancy rates and material costs, could have an effect on the credit quality of this segment.
•Commercial real estate - Loans in this segment are primarily properties occupied by businesses or income-producing properties. The underlying cash flows generated by the properties may be adversely impacted by a downturn in the economy as evidenced by a general slowdown in business or increased vacancy rates which, in turn, could have an effect 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.
Management increased certain economic qualitative factors utilized to estimate the ALL during 2020 at the onset of the COVID-19 pandemic. During 2021, the economic qualitative reserve factor assigned to each loan portfolio in the ALL estimate was decreased due to continued indications of economic improvement. COVID-19 restrictions were lifted in June 2021 and the majority of borrowers that had executed loan modifications due to COVID-19 were no longer subject to modified terms. Based on these continued improving economic trends, the economic qualitative reserve factor assigned to all loan portfolios, except the municipal loan portfolio, was decreased 5 bps during each of the first, quartersecond and third quarters of 2022.
Union Bankshares, Inc. Page 1314
An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the ALL reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
All evaluations are inherently subjective as they require estimates that are susceptible to significant revision as more information becomes available or as changes occur in economic conditions or other relevant factors. Despite the allocation shown in the tables below, the ALL is general in nature and is available to absorb losses from any class of loan.
Changes in the ALL, by class of loans, for the three and nine months ended March 31,September 30, 2022 and 2021 were as follows:
| | For The Three Months Ended March 31, 2022 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Unallocated | Total | |
For The Three Months Ended September 30, 2022 | | For The Three Months Ended September 30, 2022 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Unallocated | Total |
| | (Dollars in thousands) | | (Dollars in thousands) |
Balance, December 31, 2021 | $ | 2,068 | | $ | 837 | | $ | 4,122 | | $ | 275 | | $ | 11 | | $ | 86 | | $ | 937 | | $ | 8,336 | | |
Balance, June 30, 2022 | | Balance, June 30, 2022 | $ | 2,239 | | $ | 957 | | $ | 4,004 | | $ | 318 | | $ | 10 | | $ | 27 | | $ | 785 | | $ | 8,340 | |
Provision (credit) for loan losses | Provision (credit) for loan losses | 156 | | 6 | | (125) | | 14 | | (1) | | 2 | | (52) | | — | | Provision (credit) for loan losses | 7 | | 151 | | (85) | | (8) | | — | | 71 | | (136) | | — | |
Recoveries of amounts charged off | Recoveries of amounts charged off | — | | — | | — | | — | | 1 | | — | | — | | 1 | | Recoveries of amounts charged off | — | | — | | — | | — | | — | | — | | — | | — | |
| | 2,224 | | 843 | | 3,997 | | 289 | | 11 | | 88 | | 885 | | 8,337 | | | 2,246 | | 1,108 | | 3,919 | | 310 | | 10 | | 98 | | 649 | | 8,340 | |
Amounts charged off | Amounts charged off | — | | — | | — | | — | | (1) | | — | | — | | (1) | | Amounts charged off | — | | — | | — | | — | | — | | — | | — | | — | |
Balance, March 31, 2022 | $ | 2,224 | | $ | 843 | | $ | 3,997 | | $ | 289 | | $ | 10 | | $ | 88 | | $ | 885 | | $ | 8,336 | | |
Balance, September 30, 2022 | | Balance, September 30, 2022 | $ | 2,246 | | $ | 1,108 | | $ | 3,919 | | $ | 310 | | $ | 10 | | $ | 98 | | $ | 649 | | $ | 8,340 | |
| | For The Three Months Ended March 31, 2021 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Unallocated | Total | |
For The Three Months Ended September 30, 2021 | | For The Three Months Ended September 30, 2021 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Unallocated | Total |
| | (Dollars in thousands) | | (Dollars in thousands) |
Balance, December 31, 2020 | $ | 1,776 | | $ | 763 | | $ | 4,199 | | $ | 458 | | $ | 15 | | $ | 214 | | $ | 846 | | $ | 8,271 | | |
Balance, June 30, 2021 | | Balance, June 30, 2021 | $ | 2,082 | | $ | 1,024 | | $ | 4,111 | | $ | 425 | | $ | 12 | | $ | 81 | | $ | 770 | | $ | 8,505 | |
Provision (credit) for loan losses | Provision (credit) for loan losses | 212 | | 118 | | (66) | | (15) | | (2) | | (15) | | (82) | | 150 | | Provision (credit) for loan losses | (80) | | (24) | | (96) | | (90) | | 3 | | 56 | | 231 | | — | |
Recoveries of amounts charged off | Recoveries of amounts charged off | 8 | | — | | — | | — | | — | | — | | — | | 8 | | Recoveries of amounts charged off | 58 | | — | | — | | — | | — | | — | | — | | 58 | |
| | 1,996 | | 881 | | 4,133 | | 443 | | 13 | | 199 | | 764 | | 8,429 | | | 2,060 | | 1,000 | | 4,015 | | 335 | | 15 | | 137 | | 1,001 | | 8,563 | |
Amounts charged off | Amounts charged off | — | | — | | — | | — | | — | | — | | — | | — | | Amounts charged off | — | | — | | — | | — | | (2) | | — | | — | | (2) | |
Balance, March 31, 2021 | $ | 1,996 | | $ | 881 | | $ | 4,133 | | $ | 443 | | $ | 13 | | $ | 199 | | $ | 764 | | $ | 8,429 | | |
Balance, September 30, 2021 | | Balance, September 30, 2021 | $ | 2,060 | | $ | 1,000 | | $ | 4,015 | | $ | 335 | | $ | 13 | | $ | 137 | | $ | 1,001 | | $ | 8,561 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
For The Nine Months Ended September 30, 2022 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Unallocated | Total |
| (Dollars in thousands) |
Balance, December 31, 2021 | $ | 2,068 | | $ | 837 | | $ | 4,122 | | $ | 275 | | $ | 11 | | $ | 86 | | $ | 937 | | $ | 8,336 | |
Provision (credit) for loan losses | 178 | | 271 | | (203) | | 34 | | (4) | | 12 | | (288) | | — | |
Recoveries of amounts charged off | — | | — | | — | | 2 | | 4 | | — | | — | | 6 | |
| 2,246 | | 1,108 | | 3,919 | | 311 | | 11 | | 98 | | 649 | | 8,342 | |
Amounts charged off | — | | — | | — | | (1) | | (1) | | — | | — | | (2) | |
Balance, September 30, 2022 | $ | 2,246 | | $ | 1,108 | | $ | 3,919 | | $ | 310 | | $ | 10 | | $ | 98 | | $ | 649 | | $ | 8,340 | |
Union Bankshares, Inc. Page 15
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
For The Nine Months Ended September 30, 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 | 218 | | 237 | | (184) | | (123) | | (1) | | (77) | | 155 | | 225 | |
Recoveries of amounts charged off | 66 | | — | | — | | — | | 1 | | — | | — | | 67 | |
| 2,060 | | 1,000 | | 4,015 | | 335 | | 15 | | 137 | | 1,001 | | 8,563 | |
Amounts charged off | — | | — | | — | | — | | (2) | | — | | — | | (2) | |
Balance, September 30, 2021 | $ | 2,060 | | $ | 1,000 | | $ | 4,015 | | $ | 335 | | $ | 13 | | $ | 137 | | $ | 1,001 | | $ | 8,561 | |
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, 2022 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Unallocated | Total | |
September 30, 2022 | | September 30, 2022 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Unallocated | Total |
| | (Dollars in thousands) | | (Dollars in thousands) |
Individually evaluated for impairment | Individually evaluated for impairment | $ | 24 | | $ | — | | $ | 20 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 44 | | Individually evaluated for impairment | $ | 22 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 22 | |
Collectively evaluated for impairment | Collectively evaluated for impairment | 2,200 | | 843 | | 3,977 | | 289 | | 10 | | 88 | | 885 | | 8,292 | | Collectively evaluated for impairment | 2,224 | | 1,108 | | 3,919 | | 310 | | 10 | | 98 | | 649 | | 8,318 | |
Total allocated | Total allocated | $ | 2,224 | | $ | 843 | | $ | 3,997 | | $ | 289 | | $ | 10 | | $ | 88 | | $ | 885 | | $ | 8,336 | | Total allocated | $ | 2,246 | | $ | 1,108 | | $ | 3,919 | | $ | 310 | | $ | 10 | | $ | 98 | | $ | 649 | | $ | 8,340 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Unallocated | Total |
| (Dollars in thousands) |
Individually evaluated for impairment | $ | 26 | | $ | — | | $ | 20 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 46 | |
Collectively evaluated for impairment | 2,042 | | 837 | | 4,102 | | 275 | | 11 | | 86 | | 937 | | 8,290 | |
Total allocated | $ | 2,068 | | $ | 837 | | $ | 4,122 | | $ | 275 | | $ | 11 | | $ | 86 | | $ | 937 | | $ | 8,336 | |
Union Bankshares, Inc. Page 14
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, 2022 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Total | |
September 30, 2022 | | September 30, 2022 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Total |
| | (Dollars in thousands) | | (Dollars in thousands) |
Individually evaluated for impairment | Individually evaluated for impairment | $ | 1,728 | | $ | 193 | | $ | 4,601 | | $ | 8 | | $ | — | | $ | — | | $ | 6,530 | | Individually evaluated for impairment | $ | 1,512 | | $ | 64 | | $ | 8,018 | | $ | 7 | | $ | — | | $ | — | | $ | 9,601 | |
Collectively evaluated for impairment | Collectively evaluated for impairment | 280,934 | | 68,537 | | 343,777 | | 44,800 | | 2,241 | | 80,788 | | 821,077 | | Collectively evaluated for impairment | 325,257 | | 98,925 | | 369,440 | | 42,221 | | 2,129 | | 90,475 | | 928,447 | |
| Total | Total | $ | 282,662 | | $ | 68,730 | | $ | 348,378 | | $ | 44,808 | | $ | 2,241 | | $ | 80,788 | | $ | 827,607 | | Total | $ | 326,769 | | $ | 98,989 | | $ | 377,458 | | $ | 42,228 | | $ | 2,129 | | $ | 90,475 | | $ | 938,048 | |
| | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Total |
| (Dollars in thousands) |
Individually evaluated for impairment | $ | 1,750 | | $ | 198 | | $ | 4,819 | | $ | 9 | | $ | — | | $ | — | | $ | 6,776 | |
Collectively evaluated for impairment | 245,077 | | 64,951 | | 339,997 | | 49,779 | | 2,376 | | 78,094 | | 780,274 | |
| | | | | | | |
| | | | | | | |
Total | $ | 246,827 | | $ | 65,149 | | $ | 344,816 | | $ | 49,788 | | $ | 2,376 | | $ | 78,094 | | $ | 787,050 | |
Union Bankshares, Inc. Page 16
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.
4-4.5 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, 2022 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Total | |
September 30, 2022 | | September 30, 2022 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Total |
| | (Dollars in thousands) | | (Dollars in thousands) |
Pass | Pass | $ | 263,222 | | $ | 39,536 | | $ | 214,846 | | $ | 40,217 | | $ | 2,236 | | $ | 80,788 | | $ | 640,845 | | Pass | $ | 302,894 | | $ | 47,839 | | $ | 258,646 | | $ | 37,648 | | $ | 2,125 | | $ | 90,475 | | $ | 739,627 | |
Satisfactory/Monitor | Satisfactory/Monitor | 17,115 | | 29,001 | | 128,492 | | 4,524 | | 5 | | — | | 179,137 | | Satisfactory/Monitor | 21,660 | | 51,086 | | 109,948 | | 4,304 | | 4 | | — | | 187,002 | |
Substandard | Substandard | 2,325 | | 193 | | 5,040 | | 67 | | — | | — | | 7,625 | | Substandard | 2,215 | | 64 | | 8,864 | | 276 | | — | | — | | 11,419 | |
| Total | Total | $ | 282,662 | | $ | 68,730 | | $ | 348,378 | | $ | 44,808 | | $ | 2,241 | | $ | 80,788 | | $ | 827,607 | | Total | $ | 326,769 | | $ | 98,989 | | $ | 377,458 | | $ | 42,228 | | $ | 2,129 | | $ | 90,475 | | $ | 938,048 | |
| | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Total |
| (Dollars in thousands) |
Pass | $ | 227,684 | | $ | 39,135 | | $ | 191,902 | | $ | 45,407 | | $ | 2,371 | | $ | 78,094 | | $ | 584,593 | |
Satisfactory/Monitor | 16,820 | | 25,816 | | 147,645 | | 4,301 | | 5 | | — | | 194,587 | |
Substandard | 2,323 | | 198 | | 5,269 | | 80 | | — | | — | | 7,870 | |
| | | | | | | |
| | | | | | | |
Total | $ | 246,827 | | $ | 65,149 | | $ | 344,816 | | $ | 49,788 | | $ | 2,376 | | $ | 78,094 | | $ | 787,050 | |
Union Bankshares, Inc. Page 1517
| | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2021 | Residential Real Estate | Construction Real Estate | Commercial Real Estate | Commercial | Consumer | Municipal | Total |
| (Dollars in thousands) |
Pass | $ | 227,684 | | $ | 39,135 | | $ | 191,902 | | $ | 45,407 | | $ | 2,371 | | $ | 78,094 | | $ | 584,593 | |
Satisfactory/Monitor | 16,820 | | 25,816 | | 147,645 | | 4,301 | | 5 | | — | | 194,587 | |
Substandard | 2,323 | | 198 | | 5,269 | | 80 | | — | | — | | 7,870 | |
| | | | | | | |
| | | | | | | |
Total | $ | 246,827 | | $ | 65,149 | | $ | 344,816 | | $ | 49,788 | | $ | 2,376 | | $ | 78,094 | | $ | 787,050 | |
The following tables provide information with respect to impaired loans by class of loan as of and for the three and nine months ended March 31,September 30, 2022 and March 31,September 30, 2021:
| | | As of March 31, 2022 | For The Three Months Ended March 31, 2022 | | | As of September 30, 2022 | For The Three Months Ended September 30, 2022 | For the Nine Months Ended September 30, 2022 |
| | 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 | Average Recorded Investment | Interest Income Recognized |
| | (Dollars in thousands) | | (Dollars in thousands) |
Residential real estate | Residential real estate | $ | 197 | | $ | 207 | | $ | 24 | | | | Residential real estate | $ | 192 | | $ | 202 | | $ | 22 | | |
| Commercial real estate | 1,587 | | 1,762 | | 20 | | | | |
| | With an allowance recorded | With an allowance recorded | 1,784 | | 1,969 | | 44 | | | | With an allowance recorded | 192 | | 202 | | 22 | | |
| Residential real estate | Residential real estate | 1,531 | | 2,028 | | — | | | | Residential real estate | 1,320 | | 1,815 | | — | | |
Construction real estate | Construction real estate | 193 | | 216 | | — | | | | Construction real estate | 64 | | 89 | | — | | |
Commercial real estate | Commercial real estate | 3,014 | | 3,120 | | — | | | | Commercial real estate | 8,018 | | 8,530 | | — | | |
Commercial | Commercial | 8 | | 8 | | — | | | | Commercial | 7 | | 7 | | — | | |
With no allowance recorded | With no allowance recorded | 4,746 | | 5,372 | | — | | | | With no allowance recorded | 9,409 | | 10,441 | | — | | |
| Residential real estate | Residential real estate | 1,728 | | 2,235 | | 24 | | $ | 1,739 | | $ | 30 | | | Residential real estate | 1,512 | | 2,017 | | 22 | | $ | 1,450 | | $ | 17 | | $ | 1,595 | | $ | 77 | |
Construction real estate | Construction real estate | 193 | | 216 | | — | | 195 | | 1 | | | Construction real estate | 64 | | 89 | | — | | 67 | | 1 | | 131 | | 26 | |
Commercial real estate | Commercial real estate | 4,601 | | 4,882 | | 20 | | 4,710 | | 7 | | | Commercial real estate | 8,018 | | 8,530 | | — | | 5,877 | | 73 | | 5,293 | | 107 | |
Commercial | Commercial | 8 | | 8 | | — | | 9 | | — | | | Commercial | 7 | | 7 | | — | | 8 | | — | | 8 | | — | |
Total | Total | $ | 6,530 | | $ | 7,341 | | $ | 44 | | $ | 6,653 | | $ | 38 | | | Total | $ | 9,601 | | $ | 10,643 | | $ | 22 | | $ | 7,402 | | $ | 91 | | $ | 7,027 | | $ | 210 | |
____________________
(1)Does not reflect government guaranties on impaired loans as of March 31,September 30, 2022 totaling $420$344 thousand.
| | | As of March 31, 2021 | For The Three Months Ended March 31, 2021 | | | As of September 30, 2021 | For The Three Months Ended September 30, 2021 | For the Nine Months Ended September 30, 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 | Average Recorded Investment | Interest Income Recognized |
| | (Dollars in thousands) | | (Dollars in thousands) |
Residential real estate | Residential real estate | $ | 1,740 | | $ | 2,333 | | $ | 27 | | $ | 1,761 | | $ | 55 | | | Residential real estate | $ | 1,773 | | $ | 2,267 | | $ | 26 | | $ | 1,732 | | $ | 95 | | $ | 1,746 | | $ | 172 | |
Construction real estate | Construction real estate | 210 | | 230 | | — | | 210 | | 1 | | | Construction real estate | 199 | | 220 | | — | | 203 | | 1 | | 207 | | 3 | |
Commercial real estate | Commercial real estate | 5,275 | | 5,532 | | 31 | | 3,849 | | 13 | | | Commercial real estate | 4,979 | | 5,168 | | 20 | | 5,122 | | 149 | | 4,485 | | 187 | |
Commercial | Commercial | 170 | | 173 | | — | | 184 | | 5 | | | Commercial | 10 | | 12 | | — | | 11 | | — | | 100 | | 6 | |
Total | Total | $ | 7,395 | | $ | 8,268 | | $ | 58 | | $ | 6,004 | | $ | 74 | | | Total | $ | 6,961 | | $ | 7,667 | | $ | 46 | | $ | 7,068 | | $ | 245 | | $ | 6,538 | | $ | 368 | |
____________________
(1)Does not reflect government guaranties on impaired loans as of March 31,September 30, 2021 totaling $489$350 thousand.
Union Bankshares, Inc. Page 1618
The following table provides information with respect to impaired loans by class of loan as of December 31, 2021:
| | | | | | | | | | | | | | | | | |
| December 31, 2021 | | |
| Recorded Investment (1) | Principal Balance (1) | Related Allowance | | |
| (Dollars in thousands) | | |
Residential real estate | $ | 199 | | $ | 209 | | $ | 26 | | | |
| | | | | |
Commercial real estate | 1,591 | | 1,764 | | 20 | | | |
| | | | | |
With an allowance recorded | 1,790 | | 1,973 | | 46 | | | |
| | | | | |
Residential real estate | 1,551 | | 2,043 | | — | | | |
Construction real estate | 198 | | 218 | | — | | | |
Commercial real estate | 3,228 | | 3,274 | | — | | | |
Commercial | 9 | | 9 | | — | | | |
With no allowance recorded | 4,986 | | 5,544 | | — | | | |
| | | | | |
Residential real estate | 1,750 | | 2,252 | | 26 | | | |
Construction real estate | 198 | | 218 | | — | | | |
Commercial real estate | 4,819 | | 5,038 | | 20 | | | |
Commercial | 9 | | 9 | | — | | | |
Total | $ | 6,776 | | $ | 7,517 | | $ | 46 | | | |
____________________
(1)Does not reflect government guaranties on impaired loans as of December 31, 2021 totaling $423 thousand.
The following is a summary of TDR loans by class of loan as of the balance sheet dates:
| | | March 31, 2022 | December 31, 2021 | | September 30, 2022 | December 31, 2021 |
| | Number of Loans | Principal Balance | Number of Loans | Principal Balance | | Number of Loans | Principal Balance | Number of Loans | Principal Balance |
| | (Dollars in thousands) | | (Dollars in thousands) |
Residential real estate | Residential real estate | 29 | | $ | 1,728 | | 29 | | $ | 1,750 | | Residential real estate | 25 | | $ | 1,512 | | 29 | | $ | 1,750 | |
Construction real estate | Construction real estate | 2 | | 75 | | 2 | | 81 | | Construction real estate | 2 | | 64 | | 2 | | 81 | |
Commercial real estate | Commercial real estate | 3 | | 370 | | 3 | | 375 | | Commercial real estate | 1 | | 174 | | 3 | | 375 | |
Commercial | Commercial | 1 | | 8 | | 1 | | 9 | | Commercial | 1 | | 7 | | 1 | | 9 | |
Total | Total | 35 | | $ | 2,181 | | 35 | | $ | 2,215 | | Total | 29 | | $ | 1,757 | | 35 | | $ | 2,215 | |
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.
There was no new TDR activity for the three and nine months ended March 31, 2022 orSeptember 30, 2022. The following table provides new TDRs for the three and nine months ended September 30, 2021.
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| New TDRs During the | | New TDRs During the |
| Three Months Ended September 30, 2021 | | Nine Months Ended September 30, 2021 |
| 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 | 2 | | $ | 445 | | $ | 445 | | | | | 2 | | $ | 445 | | $ | 445 | |
| | | | | | | | | |
| | | | | | | | | |
Union Bankshares, Inc. Page 19
There were no TDR loans modified within the previous twelve months that subsequently defaulted during the three and nine months ended March 31,September 30, 2022 or 2021. 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 to loans to borrowers affected by the COVID-19 pandemic and government shutdown orders would not be considered TDRs under specified circumstances. As of March 31,September 30, 2022, 4no loans with outstanding loan balances of $545 thousand remained subject to modified terms and carried accrued interest of $10 thousand.terms.
At March 31,September 30, 2022 and December 31, 2021, the Company was not committed to lend any additional funds to borrowers whose loans were nonperforming, impaired or restructured.
Union Bankshares, Inc. Page 17
Note 8. Stock Based Compensation
Under the Union Bankshares, Inc. 2014 Equity Incentive Plan, 50,000as amended in May 2022, a total of 150,000 shares of the Company’s common stock werehave been 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,September 30, 2022, there were outstanding grants of RSUs under the 2014 Equity Plan as noted in the table below.
RSUs. Each outstanding RSU represents the right to receive 1one 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 2021 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 2020, 2021 and 2022, and the number of such RSUs remaining unvested as of March 31,September 30, 2022:
| | | 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 |
2020 Award | 2020 Award | 8,918 | | $ | 36.26 | | 1,355 | | 2020 Award | 8,918 | $ | 36.26 | | 1,067 |
2021 Award | 2021 Award | 17,685 | | 26.73 | | 10,051 | | 2021 Award | 17,685 | 26.73 | | 7,306 |
2022 Award | 2022 Award | 1,407 | 31.99 | | 1,407 | 2022 Award | 15,705 | 31.99 | | 15,196 |
Total | Total | 28,010 | | 12,813 | Total | 42,308 | | 23,569 |
Unrecognized compensation expense related to the unvested RSUs as of March 31,September 30, 2022 and 2021 was $288$422 thousand and was$319 thousand, respectively, and $317 thousand as of December 31, 2021.
On May 19, 2021,18, 2022, the Company's board of directors, as a component of total director compensation, granted an aggregate of 1,2201,323 RSUs to the Company's non-employee directors. Each RSU represents the right to receive 1one share of the Company's common stock upon satisfaction of applicable vesting conditions. The RSUs will vest in May 2022,2023, 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,September 30, 2022 was $7$26 thousand.
Note 9. Subordinated Notes
In August 2021, the Company completed the private placement of $16.5 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2031 (the "Notes") to certain qualified institutional buyers and accredited investors. The Notes initially bear interest, payable semi-annually, at the rate of 3.25% per annum, until September 1, 2026. From and including September 1, 2026, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month secured overnight financing rate (SOFR) plus 263 basis points. TheAt its option, the Company may at its option,redeem the Notes, in whole or in part, beginning with the interest payment date of September 1, 2026 but not generally prior thereto, and on any scheduled interest payment date thereafter, redeem the Notes, in whole or in part.thereafter. The Notes qualify as Tier 2 capital instruments for the Company under bank regulatory capital guidelines.
The Company used the proceeds primarily to provide additional capital support to the Company's wholly-owned subsidiary, Union Bank, to support growth and for other general corporate purposes.
The unamortized issuance costs of the Notes were $321$304 thousand and $329 thousand at March 31,September 30, 2022 and December 31, 2021, respectively. For the three months ended March 31, 2022,There were $8 thousand and $25 thousand in issuance costs were recorded in interest expense.expense for the three and nine months ended September 30, 2022, respectively, and $3 thousand recorded for the three and nine months ended September 30, 2021. The Notes are presented net of unamortized issuance costs in the consolidated balance sheets.
Union Bankshares, Inc. Page 20
Note 10. Other Comprehensive Loss
Accounting principles generally require recognized revenue, expenses, gains and losses be included in net income or loss. Certain changes in assets and liabilities, such as the after tax effect of unrealized gains and losses on investment securities AFS that are not OTTI, are not reflected in the consolidated statements of income. The cumulative effect of such items, net of tax effect, is reported as a separate component of the equity section of the consolidated balance sheets (Accumulated OCI). OCI, along with net income, comprises the Company's total comprehensive income or loss.
Union Bankshares, Inc. Page 18
As of the balance sheet dates, the components of Accumulated OCI, net of tax, were:
| | | | | | | | |
| March 31, 2022 | December 31, 2021 |
| (Dollars in thousands) |
Net unrealized losses on investment securities AFS | $ | (17,426) | | $ | (1,552) | |
| | |
| | |
| | |
| | |
| | | | | | | | |
| September 30, 2022 | December 31, 2021 |
| (Dollars in thousands) |
Net unrealized losses on investment securities AFS | $ | (40,938) | | $ | (1,552) | |
| | |
| | |
| | |
| | |
The following tables disclose the tax effects allocated to each component of OCI for the three and nine months ended March 31:September 30:
| | | Three Months Ended | | Three Months Ended |
| | March 31, 2022 | March 31, 2021 | | September 30, 2022 | September 30, 2021 |
| | Before-Tax Amount | Tax Benefit | Net-of-Tax Amount | Before-Tax Amount | Tax Benefit | Net-of-Tax Amount | | Before-Tax Amount | Tax Benefit | Net-of-Tax Amount | Before-Tax Amount | Tax Benefit | Net-of-Tax Amount |
Investment securities AFS: | Investment securities AFS: | (Dollars in thousands) | Investment securities AFS: | (Dollars in thousands) |
Net unrealized holding losses arising during the period on investment securities AFS | Net unrealized holding losses arising during the period on investment securities AFS | $ | (20,067) | | $ | 4,214 | | $ | (15,853) | | $ | (3,234) | | $ | 679 | | $ | (2,555) | | Net unrealized holding losses arising during the period on investment securities AFS | $ | (15,872) | | $ | 3,333 | | $ | (12,539) | | $ | (1,535) | | $ | 322 | | $ | (1,213) | |
Reclassification adjustment for net gains on investment securities AFS realized in net income | (26) | | 5 | | (21) | | — | | — | | — | | |
Reclassification adjustment for net losses on investment securities AFS realized in net income | | Reclassification adjustment for net losses on investment securities AFS realized in net income | — | | — | | — | | 30 | | (6) | | 24 | |
| Total other comprehensive loss | Total other comprehensive loss | $ | (20,093) | | $ | 4,219 | | $ | (15,874) | | $ | (3,234) | | $ | 679 | | $ | (2,555) | | Total other comprehensive loss | $ | (15,872) | | $ | 3,333 | | $ | (12,539) | | $ | (1,505) | | $ | 316 | | $ | (1,189) | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| Nine Months Ended |
| September 30, 2022 | September 30, 2021 |
| Before-Tax Amount | Tax Benefit/Expense | Net-of-Tax Amount | Before-Tax Amount | Tax Benefit | Net-of-Tax Amount |
Investment securities AFS: | (Dollars in thousands) |
Net unrealized holding losses arising during the period on investment securities AFS | $ | (49,824) | | $ | 10,463 | | $ | (39,361) | | $ | (3,604) | | $ | 756 | | $ | (2,848) | |
Reclassification adjustment for net (gains) losses on investment securities AFS realized in net income | (31) | | 6 | | (25) | | 30 | | (6) | | 24 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Total other comprehensive loss | $ | (49,855) | | $ | 10,469 | | $ | (39,386) | | $ | (3,574) | | $ | 750 | | $ | (2,824) | |
Union Bankshares, Inc. Page 21
The following table discloses information concerning reclassification adjustments from OCI for the three and nine months ended March 31,September 30, 2022 and 2021:
| | | | | | | | | | | | | |
| | | | | |
| Three Months Ended | | |
Reclassification Adjustment Description | March 31, 2022 | March 31, 2021 | | | Affected Line Item in Consolidated Statement of Income |
| (Dollars in thousands) | |
Investment securities AFS: | | | | | |
Net gains on investment securities AFS | (26) | | — | | | | Net gains on sales of investment securities available-for-sale |
Tax benefit | 5 | | — | | | | Provision for income taxes |
| | | | | |
| | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Total reclassifications | $ | (21) | | $ | — | | | | Net income |
| | | | | | | | | | | | | | | | | |
| | | | | |
| Three Months Ended | Nine Months Ended | |
Reclassification Adjustment Description | September 30, 2022 | September 30, 2021 | September 30, 2022 | September 30, 2021 | Affected Line Item in Consolidated Statement of Income |
| (Dollars in thousands) | |
Investment securities AFS: | | | | | |
Net losses (gains) on investment securities AFS | — | | 30 | | $ | (31) | | $ | 30 | | Net (losses) gains on sales of investment securities available-for-sale |
Tax (benefit) expense | — | | (6) | | 6 | | (6) | | Provision for income taxes |
| | | | | |
| | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Total reclassifications | $ | — | | $ | 24 | | $ | (25) | | $ | 24 | | Net income |
Note 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: Certain U.S. Treasury notes have been valued using unadjusted quoted prices from active markets and therefore have been classified as Level 1. However, the majority of the Company’s AFS securities have
Union Bankshares, Inc. Page 19
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 22
Assets measured at fair value on a recurring basis at March 31,September 30, 2022 and December 31, 2021, segregated by fair value hierarchy level, are summarized below:
| | | Fair Value Measurements | | 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) | | 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, 2022: | (Dollars in thousands) | |
September 30, 2022: | | September 30, 2022: | (Dollars in thousands) |
Debt securities AFS: | Debt securities AFS: | | Debt securities AFS: | |
U.S. Government-sponsored enterprises | U.S. Government-sponsored enterprises | $ | 43,310 | | $ | 2,711 | | $ | 40,599 | | $ | — | | U.S. Government-sponsored enterprises | $ | 39,348 | | $ | 2,523 | | $ | 36,825 | | $ | — | |
Agency mortgage-backed | Agency mortgage-backed | 181,600 | | — | | 181,600 | | — | | Agency mortgage-backed | 160,845 | | — | | 160,845 | | — | |
State and political subdivisions | State and political subdivisions | 40,332 | | — | | 40,332 | | — | | State and political subdivisions | 33,843 | | — | | 33,843 | | — | |
Corporate | Corporate | 6,909 | | — | | 6,909 | | — | | Corporate | 6,085 | | — | | 6,085 | | — | |
Total debt securities | Total debt securities | $ | 272,151 | | $ | 2,711 | | $ | 269,440 | | $ | — | | Total debt securities | $ | 240,121 | | $ | 2,523 | | $ | 237,598 | | $ | — | |
| | Other investments: | Other investments: | | Other investments: | |
Mutual funds | Mutual funds | $ | 1,273 | | $ | 1,273 | | $ | — | | $ | — | | Mutual funds | $ | 1,134 | | $ | 1,134 | | $ | — | | $ | — | |
| | December 31, 2021: | December 31, 2021: | | December 31, 2021: | |
Debt securities AFS: | Debt securities AFS: | | Debt securities AFS: | |
U.S. Government-sponsored enterprises | U.S. Government-sponsored enterprises | $ | 36,638 | | $ | 2,875 | | $ | 33,763 | | $ | — | | U.S. Government-sponsored enterprises | $ | 36,638 | | $ | 2,875 | | $ | 33,763 | | $ | — | |
Agency mortgage-backed | Agency mortgage-backed | 178,250 | | — | | 178,250 | | — | | Agency mortgage-backed | 178,250 | | — | | 178,250 | | — | |
State and political subdivisions | State and political subdivisions | 45,254 | | — | | 45,254 | | — | | State and political subdivisions | 45,254 | | — | | 45,254 | | — | |
Corporate | Corporate | 7,677 | | — | | 7,677 | | — | | Corporate | 7,677 | | — | | 7,677 | | — | |
Total debt securities | Total debt securities | $ | 267,819 | | $ | 2,875 | | $ | 264,944 | | $ | — | | Total debt securities | $ | 267,819 | | $ | 2,875 | | $ | 264,944 | | $ | — | |
| | Other investments: | Other investments: | | Other investments: | |
Mutual funds | Mutual funds | $ | 1,132 | | $ | 1,132 | | $ | — | | $ | — | | Mutual funds | $ | 1,132 | | $ | 1,132 | | $ | — | | $ | — | |
|
There were no transfers in or out of Levels 1 and 2 during the three and nine months ended March 31,September 30, 2022 or the year ended December 31, 2021, nor were there any Level 3 assets at any time during either period.these periods. 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,September 30, 2022 or December 31, 2021. 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.
Union Bankshares, Inc. Page 20
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 23
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, 2022 | | September 30, 2022 |
| | 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 | | Financial assets | |
Cash and cash equivalents | Cash and cash equivalents | $ | 50,802 | | $ | 50,802 | | $ | 50,802 | | $ | — | | $ | — | | Cash and cash equivalents | $ | 32,141 | | $ | 32,141 | | $ | 32,141 | | $ | — | | $ | — | |
Interest bearing deposits in banks | Interest bearing deposits in banks | 14,192 | | 14,192 | | — | | 14,192 | | — | | Interest bearing deposits in banks | 14,441 | | 14,441 | | — | | 14,441 | | — | |
Investment securities | Investment securities | 273,424 | | 273,424 | | 3,984 | | 269,440 | | — | | Investment securities | 241,255 | | 241,255 | | 3,657 | | 237,598 | | — | |
Loans held for sale | Loans held for sale | 2,349 | | 2,398 | | — | | 2,398 | | — | | Loans held for sale | 3,143 | | 3,201 | | — | | 3,201 | | — | |
Loans, net | Loans, net | | Loans, net | |
Residential real estate | Residential real estate | 280,781 | | 271,384 | | — | | — | | 271,384 | | Residential real estate | 324,977 | | 295,825 | | — | | — | | 295,825 | |
Construction real estate | Construction real estate | 67,971 | | 68,104 | | — | | — | | 68,104 | | Construction real estate | 98,019 | | 97,068 | | — | | — | | 97,068 | |
Commercial real estate | Commercial real estate | 343,920 | | 345,769 | | — | | — | | 345,769 | | Commercial real estate | 373,415 | | 369,639 | | — | | — | | 369,639 | |
Commercial | Commercial | 44,574 | | 43,754 | | — | | — | | 43,754 | | Commercial | 41,977 | | 40,464 | | — | | — | | 40,464 | |
Consumer | Consumer | 2,234 | | 2,222 | | — | | — | | 2,222 | | Consumer | 2,121 | | 2,098 | | — | | — | | 2,098 | |
Municipal | Municipal | 80,798 | | 81,782 | | — | | — | | 81,782 | | Municipal | 90,503 | | 88,915 | | — | | — | | 88,915 | |
Accrued interest receivable | Accrued interest receivable | 3,248 | | 3,248 | | — | | 837 | | 2,411 | | Accrued interest receivable | 3,254 | | 3,254 | | — | | 827 | | 2,427 | |
Nonmarketable equity securities | Nonmarketable equity securities | 1,164 | | N/A | Nonmarketable equity securities | 1,816 | | N/A |
Financial liabilities | Financial liabilities | | Financial liabilities | |
Deposits | Deposits | | Deposits | |
Noninterest bearing | Noninterest bearing | $ | 303,077 | | $ | 303,077 | | $ | 303,077 | | $ | — | | $ | — | | Noninterest bearing | $ | 337,513 | | $ | 337,140 | | $ | 337,140 | | $ | — | | $ | — | |
Interest bearing | Interest bearing | 726,864 | | 726,864 | | 726,864 | | — | | — | | Interest bearing | 722,208 | | 722,208 | | 722,208 | | — | | — | |
Time | Time | 104,303 | | 103,028 | | — | | 103,028 | | — | | Time | 136,691 | | 133,348 | | — | | 133,348 | | — | |
| Borrowed funds | | Borrowed funds | |
Short-term | | Short-term | 25,000 | | 24,998 | | — | | 24,998 | | — | |
| Subordinated notes | Subordinated notes | 16,179 | | 15,448 | | — | | 15,448 | | — | | Subordinated notes | 16,196 | | 13,964 | | — | | 13,964 | | — | |
Accrued interest payable | Accrued interest payable | 76 | | 76 | | — | | 76 | | — | | Accrued interest payable | 90 | | 90 | | — | | 90 | | — | |
Union Bankshares, Inc. Page 2124
| | | | | | | | | | | | | | | | | |
| December 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 | $ | 65,922 | | $ | 65,922 | | $ | 65,922 | | $ | — | | $ | — | |
Interest bearing deposits in banks | 13,196 | | 13,196 | | — | | 13,196 | | — | |
Investment securities | 268,951 | | 268,951 | | 4,007 | | 264,944 | | — | |
Loans held for sale | 13,829 | | 14,088 | | — | | 14,088 | | — | |
Loans, net | | | | | |
Residential real estate | 244,980 | | 246,573 | | — | | — | | 246,573 | |
Construction real estate | 64,370 | | 64,539 | | — | | — | | 64,539 | |
Commercial real estate | 340,066 | | 341,451 | | — | | — | | 341,451 | |
Commercial | 49,558 | | 48,682 | | — | | — | | 48,682 | |
Consumer | 2,367 | | 2,350 | | — | | — | | 2,350 | |
Municipal | 78,078 | | 78,748 | | — | | — | | 78,748 | |
Accrued interest receivable | 3,248 | | 3,248 | | — | | 734 | | 2,514 | |
Nonmarketable equity securities | 1,164 | | N/A | N/A | N/A | N/A |
Financial liabilities | | | | | |
Deposits | | | | | |
Noninterest bearing | $ | 264,888 | | $ | 264,888 | | $ | 264,888 | | $ | — | | $ | — | |
Interest bearing | 723,479 | | 723,479 | | 723,479 | | — | | — | |
Time | 106,715 | | 106,588 | | — | | 106,588 | | — | |
| | | | | |
| | | | | |
| | | | | |
Subordinated notes | 16,171 | | 16,179 | | — | | 16,179 | | — | |
Accrued interest payable | 225 | | 225 | | — | | 225 | | — | |
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 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,September 30, 2022 have been evaluated as to their potential impact to the consolidated financial statements.
On April 20,October 19, 2022, the Company declared a regular quarterly cash dividend of $0.35 per share, payable May 5,November 3, 2022, to stockholders of record on April 30,October 29, 2022.
Union Bankshares, Inc. Page 2225
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,September 30, 2022 and December 31, 2021, and its results of operations for the three and nine months ended March 31,September 30, 2022 and 2021. 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 2021 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,September 30, 2022 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'sare based on the current assumptions underlying the statements and other information with respect to the beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of management and the financial condition, results of operations, future performance and business are subject to uncertainties, both general and specific, and risk existsonly expectations of future results. Although the Company believes that the expectations reflected in the Company’s forward-looking statements are reasonable, the Company’s 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 expressedprojected in the forward-looking statements include, but are not limited to:
•Generalas a result of, among other factors, changes in interest rates; competitive pressures from other financial institutions; general economic conditions and financial instability, either nationally, internationally, regionally or locally;
•Increased competitive pressures, including those from tax-advantaged credit unions and other financial service providers in our northern Vermont and New Hampshire market areaon a national basis or in the financial services industry generally, from increasing consolidation and integration of financial service providers, and fromlocal markets in which the Company operates; changes in technologyconsumer behavior due to changing political, business and delivery systems;
•Interest rates change in a way that puts pressure on the Company's margins,economic conditions, including concerns about inflation, or that results in lower fee income and lower gain on sale of real estate loans,legislative 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;
•Furtherregulatory initiatives; changes in federal or state tax policy;
•Changesthe value of securities and other assets 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 affectinginvestment portfolio; increases in loan and lease default and charge-off rates; the abilityadequacy of allowances for loan and lease losses; decreases in deposit levels that necessitate increases in borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; changes in regulation, war, terrorism, civil unrest; due to changes in economic assumptions and adverse economic developments; the Company to attract, developrisk that goodwill and retain employees;
•Increased inflationary pressures on our customers;
•Increased cybersecurity threats; and
Union Bankshares, Inc. Page 23
•The effect ofintangibles recorded in the Company’s financial statements will become impaired; and changes in assumptions used in making such forward-looking statements; and the United States monetaryother risks and fiscal policies, including interest rate policies and regulation ofuncertainties detailed in the money supply by the FRB.Company’s 2021 Annual Report.
In addition, statements about the continuing and potential future effects of the COVID-19 pandemic, including emergence of virus variants, 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 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.
Union Bankshares, Inc. Page 26
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 2021 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
The Federal Reserve initiated its planned short termConcerns over interest rate levels, energy prices, domestic and global policy issues, trade policy in the U.S. and geopolitical events, as well as the implications of those events on the markets in general, add to the global uncertainty. There is also a risk that interest rate increases by increasing the federal funds target rate 25 bps to 50 bps in March and by another 50 bpsfight inflation could lead to one percent in May. This also resulted in an increase in the Prime Rate to 4.0%. In addition to these increases ina prolonged recession. The FRB increased short-term interest rates in 2022 by a total of 375 bps through November to fight inflation. Interest rate levels and energy prices, in combination with global economic conditions, fiscal and monetary policy and the 10-year treasury rate beganlevel of regulatory and government scrutiny of financial institutions will continue to impact our results in 2022 at 1.512%, increased to 2.327% at the end of March, to 2.885% at the end of April and continued to rise in May. Mortgage rates and investment yields for mortgage-backed securities are primarily driven by the 10-year treasury index. The rapid increase in the 10-year treasury rate has impacted the fair market value of the investment portfolio, pricing on loans held for sale, and mortgage rates offered to customers which have
Union Bankshares, Inc. Page 24
increased approximately 200 bps since the beginning of the year. However, asset yields have not yet increased as a result of these increases nor have interest rates on interest bearing liabilities.beyond.
Consolidated net income decreased $394$167 thousand, or 13.7%4.3%, to $2.5$3.8 million for the firstthird quarter of 2022 compared to $2.9$3.9 million for the firstthird quarter of 2021 due to the combined effecteffects of a decrease in noninterest income of $566 thousand and an increase of $661 thousand in noninterest expenses,$1.7 million, partially offset by an increase in net interest income of $564$1.3 million, and decreases in income tax expense of $91 thousand and decreasesnoninterest expenses of $150$182 thousand.
Consolidated net income decreased $621 thousand, or 6.3%, to $9.2 million for the the nine months ended September 30, 2022 compared to $9.8 million for the nine months ended September 30, 2021 due to the combined effects of an increase in net interest income of $2.6 million and decreases in the provision for loan losses and $119of $225 thousand inand income tax expense.
Net interestexpense of $203 thousand, which were more than offset by a decrease in noninterest income increased $564 thousand, or 6.7%, to $9.0of $3.3 million for the three months ended March 31, 2022, compared to $8.4 million for the three months ended March 31, 2021. Interest income increased $226 thousand primarily due to higher volumes of earning assets despite lower yields; and despite recognition of $411 thousand less in fee income between periods, primarily due to lower fee income recognized from PPP loans. Interest expense was $763 thousand for the three months ended March 31, 2022 compared to $1.1 million for the three months ended March 31, 2021, reflecting lower rates paid on deposits despite an increase in average interest bearing liabilities between periods of $59.0 million.
The was no provision for loan losses for the three months ended March 31, 2022 compared to a provision of $150 thousand for the same period in 2021. There were no changes to the methodology for calculating the allowance for loan losses during either of the three month comparison periods.
Total noninterest income amounted to $2.1 million for the three months ended March 31, 2022 compared to $2.6 million for the three months ended March 31, 2021, a decrease of $566 thousand, or 21.6%. The decrease is primarily due to a decrease in sales of qualifying residential loans. There were $16.4 million in residential loan sales with net gains of $14 thousand for the three months ended March 31, 2022, compared to residential loan sales of $29.7 million with net gains of $894 thousand for the same period in 2021. The decrease in the volume of loan sales reflects management's decision to slow sales in the first quarter of 2022 to utilize some excess liquidity and increase interest income on loans.
Total noninterest expenses were $8.1 million for the three months ended March 31, 2022, compared to $7.5 million for the same period in 2021. Increases of $327 thousand in salaries and wages, $136 thousand in employee benefits, $118 thousand in equipment expenses, $50 thousand in occupancy expenses and $30 thousand in other expenses, occurred between the three month comparison period of 2022 and 2021.$385 thousand.
At March 31,September 30, 2022, the Company had total consolidated assets of $1.23$1.30 billion, including gross loans and loans held for sale (total loans) of $830.0$941.2 million, deposits of $1.13$1.20 billion, borrowed funds of $25.0 million, subordinated debt of $16.2 million and stockholders' equity of $69.4$49.7 million.
The Company's total capital decreased from $84.3 million at December 31, 2021 to $69.4$49.7 million at March 31,September 30, 2022. This decrease primarily reflects an increase of $15.9$39.4 million in accumulated other comprehensive loss and regular cash dividends declared of $1.6$4.7 million, offset by net income of $2.5$9.2 million for the first threenine months of 2022. (See Capital Resources on page 40.44.)
These changes also resulted in a decrease in the Company's book value per share to $11.06 from $18.67 as of December 31, 2021.
Union Bankshares, Inc. Page 2527
Return on average assets is a financial metric often utilized as an indicator of a financial institution's performance. The Company's return on average assets decreased 21 bps and 19 bps for the three and nine months ended September 30, 2022, respectively, compared to the same periods in 2021 primarily due to an increase in average assets of $148.5 million and $127.5 million for the three and nine months ended September 30, 2022, respectively.
The following unaudited per share information and key ratios depict several measurements of performance or financial condition at or for the three and nine months ended March 31,September 30, 2022 and 2021, respectively:
| | | Three Months Ended or At March 31, | | | Three Months Ended or At September 30, | Nine Months Ended or At September 30, |
| | 2022 | 2021 | | | 2022 | 2021 | 2022 | 2021 |
Return on average assets (1) | Return on average assets (1) | 0.81 | % | 1.05 | % | | Return on average assets (1) | 1.18 | % | 1.39 | % | 0.98 | % | 1.17 | % |
Return on average equity (1) | Return on average equity (1) | 12.38 | % | 14.27 | % | | Return on average equity (1) | 24.19 | % | 18.50 | % | 17.78 | % | 15.93 | % |
Net interest margin (1)(2) | Net interest margin (1)(2) | 3.17 | % | 3.32 | % | | Net interest margin (1)(2) | 3.40 | % | 3.44 | % | 3.29 | % | 3.39 | % |
Efficiency ratio (3) | Efficiency ratio (3) | 73.08 | % | 66.90 | % | | Efficiency ratio (3) | 64.14 | % | 63.47 | % | 68.65 | % | 66.30 | % |
Net interest spread (4) | Net interest spread (4) | 3.08 | % | 3.19 | % | | Net interest spread (4) | 3.26 | % | 3.35 | % | 3.18 | % | 3.27 | % |
Loan to deposit ratio | Loan to deposit ratio | 73.17 | % | 83.59 | % | | Loan to deposit ratio | 78.67 | % | 75.92 | % | 78.67 | % | 75.92 | % |
Net loan charge-offs to average loans not held for sale (1) | Net loan charge-offs to average loans not held for sale (1) | — | % | — | % | | Net loan charge-offs to average loans not held for sale (1) | — | % | (0.03) | % | — | % | (0.01) | % |
Allowance for loan losses to loans not held for sale | Allowance for loan losses to loans not held for sale | 1.01 | % | 1.05 | % | | Allowance for loan losses to loans not held for sale | 0.89 | % | 1.11 | % | 0.89 | % | 1.11 | % |
Nonperforming assets to total assets (5) | Nonperforming assets to total assets (5) | 0.38 | % | 0.56 | % | | Nonperforming assets to total assets (5) | 0.13 | % | 0.50 | % | 0.13 | % | 0.50 | % |
Equity to assets | Equity to assets | 5.63 | % | 7.23 | % | | Equity to assets | 3.82 | % | 7.23 | % | 3.82 | % | 7.23 | % |
Total capital to risk weighted assets | Total capital to risk weighted assets | 14.84 | % | 13.48 | % | | Total capital to risk weighted assets | 13.69 | % | 16.16 | % | 13.69 | % | 16.16 | % |
Book value per share | Book value per share | $ | 15.45 | | $ | 17.81 | | | Book value per share | $ | 11.06 | | $ | 18.67 | | $ | 11.06 | | $ | 18.67 | |
Basic earnings per share (6) | Basic earnings per share (6) | $ | 0.55 | | $ | 0.64 | | | Basic earnings per share (6) | $ | 0.84 | | $ | 0.87 | | $ | 2.04 | | $ | 2.18 | |
| Diluted earnings per share | | Diluted earnings per share | $ | 0.83 | | $ | 0.87 | | $ | 2.03 | | $ | 2.17 | |
Dividends paid per share | Dividends paid per share | $ | 0.35 | | $ | 0.33 | | | Dividends paid per share | $ | 0.35 | | $ | 0.33 | | $ | 1.05 | | $ | 0.99 | |
Dividend payout ratio (7)(6) | Dividend payout ratio (7)(6) | 63.64 | % | 51.56 | % | | Dividend payout ratio (7)(6) | 41.67 | % | 37.93 | % | 51.47 | % | 45.41 | % |
__________________
(1)Annualized.
(2)The ratio of tax equivalent net interest income to average earning assets. See page 28pages 30 and 31 for more information.
(3)The ratio of noninterest expense to tax equivalent net interest income and noninterest income, excluding securities gains (losses).
(4)The difference between the average yield on earning assets and the average rate paid on interest bearing liabilities. See page 28pages 30 and 31 for more information.
(5)Nonperforming assets are loans or investment securities that are in nonaccrual or 90 or more days past due as well as OREO or OAO.
(6)The assumed vesting of RSUs, and for 2021 also the assumed exercise of stock options, does not result in a material dilution for the three months ended March 31, 2022 or 2021.
(7)Cash dividends declared and paid per share divided by consolidated net income per share.
RESULTS OF OPERATIONS
Net Interest Income. The largest component of the Company’s operating income is net interest income, which is the difference between interest and dividend income received from earning assets and interest expense paid on interest bearing liabilities. Net interest income is affected by various factors including, but not limited to changes in interest rates, loan and deposit pricing strategies, the volume and mix of interest earning assets and interest bearing liabilities, and the level of nonperforming assets. Net interest margin is calculated as the net interest income on a fully tax equivalent basis as a percentage of average earning assets.
As discussed above,Interest earned on average earning assets for the Federal Reserve initiated its planned short term interest rate increases by increasingthree months ended September 30, 2022 was $11.5 million compared to $9.9 million for the federal funds target rate 25 bpsthree months ended September 30, 2021, an increase of $1.6 million, or 16.4%, primarily due to 50 bpsan increase in Marchaverage earning assets of $167.6 million and by another 50 bps to one percent in May. This also resulted ina lesser extent an increase in the Prime Rate to 4.0%. In addition, the 10-year treasury rate increased from 1.512% at the beginningaverage yields of the year to 2.327% at the end of March, to 2.885% at the end of April and continued to rise in May. These increases in interest rates have not yet increased asset yields or rates paid on interest bearing liabilities. However, further increases in short term rates by the Federal Reserve may result in increases in interest rates paid on customer deposit accounts which may impact future earnings of the Company.
3 bps. The average yield on average earning assets was 3.44%3.73% for the three months ended March 31,September 30, 2022 compared to 3.76%3.70% for the three months ended March 31, 2021, a decrease of 32 bps despite an increase in average earning assets of $119.7 million. The prolonged low interest rate environment which prevailed throughout the first quarter continued to put downward pressure on asset yields for the three months ended March 31, 2022.September 30, 2021. Interest income on investment securities increased $639$633 thousand between the three month comparison periods due to an increase in the average balances of $159.8$138.4 million, despite a decreaseand an increase of 114 bps in the average yield. The average balance of PPP loans was $9.4$1.7 million for the three months ended March 31,September 30, 2022
Union Bankshares, Inc. Page 26
with an average yield of 13.43%24.10%, which takes into account the 1.0% interest charged on PPP loans and related fee income recognized during the three months ended March 31,September 30, 2022. Interest income on loans, excluding PPP loans, increased $133 thousand$1.6 million between the three
Union Bankshares, Inc. Page 28
month comparison periods due to an increase in the average volume of loans outstanding of $56.7$153.9 million, partially offset by a decrease of 272 bps in the average yield.
Interest expense for the firstthird quarter of 2022 decreased $338increased $317 thousand compared to the firstthird quarter of 2021 due to lowerhigher rates paid on customer deposit accounts despiteand increases in average deposit balances of $50.0$71.5 million, partially offset byalong with the addition of $142$141 thousand of interest expense on subordinated notes with an average balance of $16.2 million. The increase in average customer deposit balances is due to an increaseoverall growth of the Company and the utilization of $32.0 million in the money supply from proceedsbrokered deposits included in time deposits as of PPP loans, government stimulus payments, and other economic recovery payments.September 30, 2022. The average rate paid on interest bearing liabilities decreased 21increased 12 bps to 0.36%0.47% for the firstthird quarter of 2022 compared to 0.57%0.35% for the firstthird quarter of 2021. The average rates paid on interest bearing checking accounts and savings and money market accounts decreased 3increased 12 bps and 225 bps, respectively, between the firstthird quarter comparison periods. The Company decreased interest rates paid on deposit accounts early in 2021 and again in June of 2021 and implemented a tiered rate structure in these accounts which remained in place as of March 31, 2022. The decreasesincreases in these interest rates resulted in a decreaseincreases in interest expense of $195$116 thousand on interest bearing checking accounts and $65 thousand on savings and money market accounts between the three month comparison periods. Interest expense on time deposits decreased $233increased $92 thousand due to decreasesincreases in the average volume of $27.2$12.1 million and 6124 bps in the average rate paid during the firstthird quarter of 2022 compared to the same period in 2021. Management believes thatA time deposit special was offered during the decrease in the average volume is primarily due to customers transferring proceeds from matured CDs into non-maturity deposits in hopesthird quarter of obtaining higher yields in future periods as well as some funds leaving Union to seek2022 for a higher return. Higher customer deposit balances reduced reliance on wholesale funding, as evidenced by decreases between the three month comparison periodsterm of $7.2 million in the average outstanding balance22 months at a rate of borrowed funds and $54 thousand in related interest expense.2.20%. The issuance of subordinated debt during the third quarter of 2021 resulted in an average balance of $16.2 million for the firstthird quarter of 2022, and an average rate of 3.55%3.47% and interest expense of $142$141 thousand compared to an average balance of $8.2 million for the third quarter of 2021, an average rate of 2.71% and interest expense of $56 thousand.
The net interest spread decreased 119 bps to 3.08%3.26% for the firstthird quarter of 2022, from 3.19%3.35% for the same period last year, reflecting the net effect of the 2112 bps increase in the average rate paid on interest bearing liabilities and the 3 bps increase in the average yield earned on interest earning assets between periods. The net interest margin decreased 4 bps during the third quarter of 2022 compared to the same period last year as a result of the changes discussed above.
Net interest income was $29.1 million, on a fully tax equivalent basis for the nine months ended September 30, 2022 compared to $26.5 million for the nine months ended September 30, 2021, an increase of $2.6 million, or 9.9%. The average volume of earning assets increased $139.0 million and the average yield on earning assets decreased 17 bps to 3.57% compared to 3.74% for the comparison period. Interest income on investment securities increased $1.9 million between the nine month comparison periods due to an increase in the average balances of $148.0 million, with no change in the average yield. Average loans, excluding PPP loans, increased $88.8 million, or 11.74%, to $845.6 million for the nine months ended September 30, 2022. The increase in the average loan volume resulted in a $2.3 million increase in interest income on loans between periods, despite a decrease of 11 bps in the average yield. The decrease in the average yield is attributable to holding more residential loans in portfolio, as opposed to selling to the secondary market. While these loans have contributed to the increase in average loans and interest income, the yield on these loans is lower than other loan types. Management expects loan yields to improve over the next quarter as new loans are being booked at higher rates. The average balance of PPP loans for the nine months ended September 30, 2022 was $5.3 million with an average yield of 14.33%, compared to $60.4 million with an average yield of 5.57% for the nine months ended September 30, 2021. As mentioned above, the average yield on PPP loans includes the interest earned at 1.0% on the loan as well as origination fee income recognized during the respective periods.
The average cost of funds, which is tied primarily to customer deposit accounts, decreased 8 bps to 0.39% for the nine months ended September 30, 2022 compared to 0.47% for the nine months ended September 30, 2021. Interest expense decreased $267 thousand, to $2.5 million for the nine months ended September 30, 2022 compared to $2.8 million for the nine months ended September 30, 2021. Interest expense decreased during the comparison period despite an increase in average balances of $59.5 million due to the lag in increasing rates. Management expects the average cost of funds to increase over the next quarter as customers may expect higher rates on their deposit accounts prompted by the increase in interest rates executed by the FRB. The issuance of subordinated debt during the third quarter of 2021 resulted in an average balance of $16.2 million for the nine months ended September 30, 2022 and an average rate of 3.51% and interest expense of $425 thousand.
The net interest spread decreased 9 bps to 3.18% for the nine months ended September 30, 2022, from 3.27% for the same period last year, reflecting the net effect of the 8 bps decrease in the average rate paid on interest bearing liabilities and the 3217 bps decrease in the average yield earned on interest earning assets between periods. The net interest margin decreased 1510 bps duringfor the first quarter ofnine months ended September 30, 2022 compared to the same period last year as a result of the changes discussed above.
Union Bankshares, Inc. Page 2729
The following table showstables 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, | | Three Months Ended September 30, |
| | 2022 | 2021 | | 2022 | 2021 |
| | Average Balance (1) | Interest Earned/ Paid | Average Yield/ Rate | Average Balance (1) | Interest Earned/ Paid | Average Yield/ Rate | | Average Balance (1) | Interest Earned/ Paid | Average Yield/ Rate | Average Balance (1) | Interest Earned/ Paid | Average Yield/ Rate |
| | (Dollars in thousands) | | (Dollars in thousands) |
Average Assets: | Average Assets: | | Average Assets: | |
Federal funds sold and overnight deposits | Federal funds sold and overnight deposits | $ | 51,148 | | $ | 19 | | 0.15 | % | $ | 82,856 | | $ | 19 | | 0.09 | % | Federal funds sold and overnight deposits | $ | 12,850 | | $ | 41 | | 1.23 | % | $ | 100,760 | | $ | 34 | | 0.13 | % |
Interest bearing deposits in banks | Interest bearing deposits in banks | 13,356 | | 33 | | 1.01 | % | 13,966 | | 37 | | 1.07 | % | Interest bearing deposits in banks | 14,016 | | 43 | | 1.24 | % | 12,423 | | 34 | | 1.06 | % |
Investment securities (2), (3) | Investment securities (2), (3) | 287,014 | | 1,194 | | 1.73 | % | 127,233 | | 555 | | 1.84 | % | Investment securities (2), (3) | 295,197 | | 1,298 | | 1.82 | % | 156,845 | | 665 | | 1.78 | % |
PPP loans, net (4) | PPP loans, net (4) | 9,380 | | 311 | | 13.43 | % | 73,619 | | 855 | | 4.71 | % | PPP loans, net (4) | 1,680 | | 102 | | 24.10 | % | 39,791 | | 776 | | 7.74 | % |
Loans, net (2), (5) | Loans, net (2), (5) | 795,694 | | 8,163 | | 4.19 | % | 739,009 | | 8,030 | | 4.46 | % | Loans, net (2), (5) | 908,934 | | 9,972 | | 4.39 | % | 755,048 | | 8,339 | | 4.41 | % |
Nonmarketable equity securities | Nonmarketable equity securities | 894 | | 6 | | 2.48 | % | 1,150 | | 4 | | 1.47 | % | Nonmarketable equity securities | 939 | | 7 | | 3.06 | % | 1,164 | | 4 | | 1.36 | % |
Total interest earning assets (2) | Total interest earning assets (2) | 1,157,486 | | 9,726 | | 3.44 | % | 1,037,833 | | 9,500 | | 3.76 | % | Total interest earning assets (2) | 1,233,616 | | 11,463 | | 3.73 | % | 1,066,031 | | 9,852 | | 3.70 | % |
Cash and due from banks | Cash and due from banks | 4,693 | | | 5,094 | | | Cash and due from banks | 4,724 | | | 5,008 | | |
Premises and equipment | Premises and equipment | 21,517 | | | 19,996 | | | Premises and equipment | 20,938 | | | 21,668 | | |
Other assets | Other assets | 35,978 | | | 37,420 | | | Other assets | 18,336 | | | 36,364 | | |
Total assets | Total assets | $ | 1,219,674 | | | $ | 1,100,343 | | | Total assets | $ | 1,277,614 | | | $ | 1,129,071 | | |
Average Liabilities and Stockholders' Equity: | Average Liabilities and Stockholders' Equity: | | | | | Average Liabilities and Stockholders' Equity: | | | | |
Interest bearing checking accounts | Interest bearing checking accounts | $ | 279,817 | | 149 | | 0.22 | % | $ | 234,339 | | 147 | | 0.25 | % | Interest bearing checking accounts | $ | 299,180 | | 251 | | 0.33 | % | $ | 258,877 | | 135 | | 0.21 | % |
Savings/money market accounts | Savings/money market accounts | 445,038 | | 354 | | 0.32 | % | 413,269 | | 549 | | 0.54 | % | Savings/money market accounts | 425,629 | | 350 | | 0.33 | % | 406,460 | | 285 | | 0.28 | % |
Time deposits | Time deposits | 106,369 | | 118 | | 0.45 | % | 133,616 | | 351 | | 1.06 | % | Time deposits | 123,660 | | 267 | | 0.86 | % | 111,601 | | 175 | | 0.62 | % |
Borrowed funds and other liabilities | Borrowed funds and other liabilities | — | | — | | — | % | 7,164 | | 54 | | 3.02 | % | Borrowed funds and other liabilities | 2,503 | | 14 | | 2.22 | % | 7,070 | | 55 | | 3.06 | % |
Subordinated notes | Subordinated notes | 16,175 | | 142 | | 3.55 | % | — | | — | | — | % | Subordinated notes | 16,192 | | 141 | | 3.47 | % | 8,166 | | 56 | | 2.71 | % |
Total interest bearing liabilities | Total interest bearing liabilities | 847,399 | | 763 | | 0.36 | % | 788,388 | | 1,101 | | 0.57 | % | Total interest bearing liabilities | 867,164 | | 1,023 | | 0.47 | % | 792,174 | | 706 | | 0.35 | % |
Noninterest bearing deposits | Noninterest bearing deposits | 281,367 | | | 221,344 | | | Noninterest bearing deposits | 334,523 | | | 242,283 | | |
Other liabilities | Other liabilities | 10,688 | | | 9,975 | | | Other liabilities | 13,789 | | | 9,729 | | |
Total liabilities | Total liabilities | 1,139,454 | | | 1,019,707 | | | Total liabilities | 1,215,476 | | | 1,044,186 | | |
Stockholders' equity | Stockholders' equity | 80,220 | | | 80,636 | | | Stockholders' equity | 62,138 | | | 84,885 | | |
Total liabilities and stockholders’ equity | Total liabilities and stockholders’ equity | $ | 1,219,674 | | | $ | 1,100,343 | | | Total liabilities and stockholders’ equity | $ | 1,277,614 | | | �� | $ | 1,129,071 | | |
Net interest income | Net interest income | | $ | 8,963 | | | | $ | 8,399 | | | Net interest income | | $ | 10,440 | | | | $ | 9,146 | | |
Net interest spread (2) | Net interest spread (2) | | | 3.08 | % | | | 3.19 | % | Net interest spread (2) | | | 3.26 | % | | | 3.35 | % |
Net interest margin (2) | Net interest margin (2) | | | 3.17 | % | | 3.32 | % | Net interest margin (2) | | | 3.40 | % | | 3.44 | % |
Union Bankshares, Inc. Page 30
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Nine Months Ended September 30, | |
| 2022 | 2021 | |
| Average Balance (1) | Interest Earned/ Paid | Average Yield/ Rate | Average Balance (1) | Interest Earned/ Paid | Average Yield/ Rate | |
| (Dollars in thousands) | |
Average Assets: | | | | | | | |
Federal funds sold and overnight deposits | $ | 38,470 | | $ | 154 | | 0.53 | % | $ | 81,235 | | $ | 67 | | 0.11 | % | |
Interest bearing deposits in banks | 13,695 | | 113 | | 1.11 | % | 13,322 | | 105 | | 1.05 | % | |
Investment securities (2), (3) | 291,595 | | 3,751 | | 1.78 | % | 143,622 | | 1,830 | | 1.78 | % | |
PPP loans, net (4) | 5,286 | | 567 | | 14.33 | % | 60,420 | | 2,519 | | 5.57 | % | |
Loans, net (2), (5) | 845,583 | | 26,991 | | 4.30 | % | 756,748 | | 24,717 | | 4.41 | % | |
Nonmarketable equity securities | 907 | | 17 | | 2.53 | % | 1,156 | | 12 | | 1.43 | % | |
Total interest earning assets (2) | 1,195,536 | | 31,593 | | 3.57 | % | 1,056,503 | | 29,250 | | 3.74 | % | |
Cash and due from banks | 4,580 | | | | 4,926 | | | | |
Premises and equipment | 21,216 | | | | 21,169 | | | | |
Other assets | 25,617 | | | | 36,891 | | | | |
Total assets | $ | 1,246,949 | | | | $ | 1,119,489 | | | | |
Average Liabilities and Stockholders' Equity: | | | | | | | |
Interest bearing checking accounts | $ | 287,296 | | 553 | | 0.26 | % | $ | 247,455 | | 438 | | 0.24 | % | |
Savings/money market accounts | 437,586 | | 1,030 | | 0.31 | % | 414,082 | | 1,343 | | 0.43 | % | |
Time deposits | 111,202 | | 497 | | 0.60 | % | 121,639 | | 785 | | 0.86 | % | |
Borrowed funds and other liabilities | 845 | | 14 | | 2.21 | % | 7,133 | | 164 | | 3.03 | % | |
Subordinated notes | 16,184 | | 425 | | 3.51 | % | 3,266 | | 56 | | 2.28 | % | |
Total interest bearing liabilities | 853,113 | | 2,519 | | 0.39 | % | 793,575 | | 2,786 | | 0.47 | % | |
Noninterest bearing deposits | 312,331 | | | | 234,243 | | | | |
Other liabilities | 12,748 | | | | 9,686 | | | | |
Total liabilities | 1,178,192 | | | | 1,037,504 | | | | |
Stockholders' equity | 68,757 | | | | 81,985 | | | | |
Total liabilities and stockholders’ equity | $ | 1,246,949 | | | | $ | 1,119,489 | | | | |
Net interest income | | $ | 29,074 | | | | $ | 26,464 | | | |
Net interest spread (2) | | | 3.18 | % | | | 3.27 | % | |
Net interest margin (2) | | | 3.29 | % | | | 3.39 | % | |
__________________
(1)Average balances are calculated based on a daily averaging method.
(2)Average yields reported on a tax equivalent basis using a marginal federal corporate income tax rate of 21%.
(3)Average balances of investment securities are calculated on the amortized cost basis and include nonaccrual securities, if applicable.
(4)Includes unamortized costs and unamortized premiums.
(5)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 2831
Tax exempt interest income amounted to $502$623 thousand and $606$452 thousand for the three months ended March 31,September 30, 2022 and 2021, respectively, and $1.6 million and $1.7 million for the nine months ended September 30, 2022 and 2021, 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 2022 and 2021 three and nine month comparison periods:
| | | For the Three Months Ended March 31, | | | For the Three Months Ended September 30, | For the Nine Months Ended September 30, |
| | 2022 | 2021 | | | 2022 | 2021 | 2022 | 2021 |
| | (Dollars in thousands) | | (Dollars in thousands) |
Net interest income, as presented | Net interest income, as presented | $ | 8,963 | | $ | 8,399 | | | Net interest income, as presented | $ | 10,440 | | $ | 9,146 | | $ | 29,074 | | $ | 26,464 | |
Effect of tax-exempt interest | Effect of tax-exempt interest | | | Effect of tax-exempt interest | | |
Investment securities | Investment securities | 49 | | 30 | | | Investment securities | 48 | | 31 | | 146 | | 92 | |
Loans | Loans | 62 | | 91 | | | Loans | 88 | | 59 | | 210 | | 239 | |
Net interest income, tax equivalent | Net interest income, tax equivalent | $ | 9,074 | | $ | 8,520 | | | Net interest income, tax equivalent | $ | 10,576 | | $ | 9,236 | | $ | 29,430 | | $ | 26,795 | |
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, 2022 Compared to Three Months Ended March 31, 2021 Increase/(Decrease) Due to Change In | | | Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021 Increase/(Decrease) Due to Change In | Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021 Increase/(Decrease) Due to Change In |
| | Volume | Rate | Net | | | Volume | Rate | Net | Volume | Rate | Net |
| | (Dollars in thousands) | | (Dollars in thousands) |
Interest earning assets: | Interest earning assets: | | | Interest earning assets: | | |
Federal funds sold and overnight deposits | Federal funds sold and overnight deposits | $ | (8) | | $ | 8 | | $ | — | | | Federal funds sold and overnight deposits | $ | (55) | | $ | 62 | | $ | 7 | | $ | (52) | | $ | 139 | | $ | 87 | |
Interest bearing deposits in banks | Interest bearing deposits in banks | (2) | | (2) | | (4) | | | Interest bearing deposits in banks | 4 | | 5 | | 9 | | 3 | | 5 | | 8 | |
Investment securities | Investment securities | 684 | | (45) | | 639 | | | Investment securities | 629 | | 4 | | 633 | | 1,961 | | (40) | | 1,921 | |
PPP loans, net | PPP loans, net | (1,185) | | 641 | | (544) | | | PPP loans, net | (1,236) | | 562 | | (674) | | (3,624) | | 1,672 | | (1,952) | |
Loans (excluding PPP loans), net | Loans (excluding PPP loans), net | 618 | | (485) | | 133 | | | Loans (excluding PPP loans), net | 1,689 | | (56) | | 1,633 | | 2,884 | | (610) | | 2,274 | |
Nonmarketable equity securities | Nonmarketable equity securities | (1) | | 3 | | 2 | | | Nonmarketable equity securities | (1) | | 4 | | 3 | | (4) | | 9 | | 5 | |
Total interest earning assets | Total interest earning assets | $ | 106 | | $ | 120 | | $ | 226 | | | Total interest earning assets | $ | 1,030 | | $ | 581 | | $ | 1,611 | | $ | 1,168 | | $ | 1,175 | | $ | 2,343 | |
Interest bearing liabilities: | Interest bearing liabilities: | | | Interest bearing liabilities: | |
Interest bearing checking accounts | Interest bearing checking accounts | $ | 27 | | $ | (25) | | $ | 2 | | | Interest bearing checking accounts | $ | 24 | | $ | 92 | | $ | 116 | | $ | 75 | | $ | 40 | | $ | 115 | |
Savings/money market accounts | Savings/money market accounts | 39 | | (234) | | (195) | | | Savings/money market accounts | 13 | | 52 | | 65 | | 72 | | (385) | | (313) | |
Time deposits | Time deposits | (61) | | (172) | | (233) | | | Time deposits | 21 | | 71 | | 92 | | (62) | | (226) | | (288) | |
Borrowed funds | Borrowed funds | (27) | | (27) | | (54) | | | Borrowed funds | (29) | | (12) | | (41) | | (114) | | (36) | | (150) | |
Subordinated notes | Subordinated notes | 142 | | — | | 142 | | | Subordinated notes | 66 | | 19 | | 85 | | 325 | | 44 | | 369 | |
Total interest bearing liabilities | Total interest bearing liabilities | $ | 120 | | $ | (458) | | $ | (338) | | | Total interest bearing liabilities | $ | 95 | | $ | 222 | | $ | 317 | | $ | 296 | | $ | (563) | | $ | (267) | |
Net change in net interest income | Net change in net interest income | $ | (14) | | $ | 578 | | $ | 564 | | | Net change in net interest income | $ | 935 | | $ | 359 | | $ | 1,294 | | $ | 872 | | $ | 1,738 | | $ | 2,610 | |
Provision for Loan Losses. There was no provision for loan losses recorded for the three and nine months ended March 31, 2022. A $150September 30, 2022 compared to no provision and $225 thousand provision was recorded for the three and nine months ended March 31, 2021.September 30, 2021, respectively. No provision for the three and nine months ended March 31,September 30, 2022 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
Union Bankshares, Inc. Page 32
prevailing economic conditionsconditions. For further details, see FINANCIAL CONDITION- Allowance for Loan Losses and Asset Quality below.
Union Bankshares, Inc. Page 29
Noninterest Income. The following table sets forth the components of noninterest income and changes between the three and nine month comparison periods of 2022 and 2021:
| | | For The Three Months Ended March 31, | | | For The Three Months Ended September 30, | For the Nine Months Ended September 30, |
| | 2022 | 2021 | $ Variance | % Variance | | | 2022 | 2021 | $ Variance | % Variance | 2022 | 2021 | $ Variance | % Variance |
| | (Dollars in thousands) | | (Dollars in thousands) |
Trust income | Trust income | $ | 209 | | $ | 185 | | $ | 24 | | 13.0 | | | Trust income | $ | 203 | | $ | 216 | | $ | (13) | | (6.0) | | $ | 629 | | $ | 599 | | $ | 30 | | 5.0 | |
Service fees | Service fees | 1,635 | | 1,523 | | 112 | | 7.4 | | | Service fees | 1,803 | | 1,720 | | 83 | | 4.8 | | 5,176 | | 4,824 | | 352 | | 7.3 | |
Net gains on sales of loans held for sale | Net gains on sales of loans held for sale | 14 | | 894 | | (880) | | (98.4) | | | Net gains on sales of loans held for sale | 448 | | 1,929 | | (1,481) | | (76.8) | | 748 | | 3,974 | | (3,226) | | (81.2) | |
Income from Company-owned life insurance | Income from Company-owned life insurance | 182 | | 68 | | 114 | | 167.6 | | | Income from Company-owned life insurance | 112 | | 76 | | 36 | | 47.4 | | 401 | | 214 | | 187 | | 87.4 | |
Expense from MSRs, net | (175) | | (125) | | (50) | | 40.0 | | | |
(Expense) income from MSRs, net | | (Expense) income from MSRs, net | (73) | | 256 | | (329) | | (128.5) | | (362) | | 210 | | (572) | | (272.4) | |
Other income | Other income | 82 | | 32 | | 50 | | 156.3 | | | Other income | 34 | | 35 | | (1) | | (2.9) | | 184 | | 112 | | 72 | | 64.3 | |
| Net gains on other investments | 82 | | 44 | | 38 | | 86.4 | | | |
Net gains on sales of investment securities AFS | 26 | | — | | 26 | | — | | | |
Net (losses) gains on other investments | | Net (losses) gains on other investments | (60) | | (1) | | (59) | | 5,900.0 | | (120) | | 58 | | (178) | | (306.9) | |
Net (losses) gains on sales of investment securities AFS | | Net (losses) gains on sales of investment securities AFS | — | | (30) | | 30 | | (100.0) | | 31 | | (30) | | 61 | | (203.3) | |
Total noninterest income | Total noninterest income | $ | 2,055 | | $ | 2,621 | | $ | (566) | | (21.6) | | | Total noninterest income | $ | 2,467 | | $ | 4,201 | | $ | (1,734) | | (41.3) | | $ | 6,687 | | $ | 9,961 | | $ | (3,274) | | (32.9) | |
The significant changes in noninterest income for the three and nine months ended March 31,September 30, 2022 compared to the same periodperiods of 2021 are described below:
•Trust income. Trust income increased for the nine months ended as dollars in managed fiduciary accounts grew between March 31,September 30, 2022 and 2021. The decrease for the three months ended September 30, 2022, compared to the same period in 2021 is due to the decline in the stock market.
•Service fees. Service fees increased $112$83 thousand for the three months ended March 31,September 30, 2022, compared to the same period in 2021 primarily due to increases of $52$66 thousand in overdraft fee income, $23 thousand in ATM network fees, $18$10 thousand in loan servicing fee income, and $28$13 thousand in ATM network fees. Service fees increased $352 thousand for the nine months ended September 30, 2022 compared to the same period in 2021 primarily due to increases of $206 thousand in overdraft fee income, $76 thousand in loan servicing fee income, $31 thousand in merchant program fee income, partially offset by decreases of $2and $48 thousand in safe deposit income and $7 thousand in other service chargeATM network fees.
•Net gains on sales of loans held for sale. The Company mitigates long-term interest rate risk by selling qualifying residential loans to the secondary market. In an effort to utilize some excess liquidity along with the rapid increase in the 10-year treasury rate in 2022 and the related impact on the pricing of loans held for sale, management reduced the volume of loan sales in 2022 compared to 2021. Residential mortgage loans totaling $16.4$25.8 million and $60.2 million were sold during the three and nine months ended March 31,September 30, 2022, respectively, compared to sales of $29.7$79.1 million and $164.2 million during the same periodperiods in 2021.2021, respectively. The decrease of $880 thousand$1.5 million and $3.2 million in net gains on sales of loans held for sale betweenfor the three and nine months ended September 30, 2022, respectively, compared to the same periods is reflective ofin 2021 reflects the lower sales volumes and lower premiums obtained on those sales.
•Income from Company-owned life insurance. The Company purchased $5.8 million of Company owned life insurance covering select officers of Union during the fourth quarter of 2021. In addition, $77 thousand was received in proceeds from a death benefit, resulting in increased income for the threenine months ended March 31,September 30, 2022, compared to the same period in 2021.
•Expense(Expense) income from MSRs, net. Income from MSRs is derived from servicing rights 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 MSRs exceeded new capitalized MSRs for the three and nine months ended March 31,September 30, 2022 and 2021 which resulted in expense of $175$73 thousand and $125$362 thousand, respectively.
•Other income. The increase in Other income during the nine month comparison period is primarily reflective of $44 thousand inreflects prepayment penalties received from the early payoff of loans duringloans. The Company received $90 thousand in prepayment penalties for the threenine months ended March 31,September 30, 2022 in addition to an increase of $3 thousand in gains on the utilization of tax credits compared to $25 thousand for the same period innine months ended September 30, 2021.
Union Bankshares, Inc. Page 33
•Net (losses) gains on other investments. Participants in the 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 gainslosses of $82$60 thousand and $120 thousand for the three and nine months ended March 31,September 30, 2022, respectively, compared to net losses of $1 thousand and net gains of $44$58 thousand for the same periodperiods in 2021.2021, respectively.
Union Bankshares, Inc. Page 30
Noninterest Expense. The following table sets forth the components of noninterest expense and changes between the three and nine month comparison periods ended March 31,September 30, 2022 and 2021:
| | | For The Three Months Ended March 31, | | | For The Three Months Ended September 30, | For the Nine Months Ended September 30, |
| | 2022 | 2021 | $ Variance | % Variance | | | 2022 | 2021 | $ Variance | % Variance | 2022 | 2021 | $ Variance | % Variance |
| | (Dollars in thousands) | | (Dollars in thousands) |
Salaries and wages | Salaries and wages | $ | 3,410 | | $ | 3,083 | | $ | 327 | | 10.6 | | | Salaries and wages | $ | 3,575 | | $ | 3,918 | | $ | (343) | | (8.8) | | $ | 10,505 | | $ | 10,554 | | $ | (49) | | (0.5) | |
Employee benefits | Employee benefits | 1,305 | | 1,169 | | 136 | | 11.6 | | | Employee benefits | 1,154 | | 1,192 | | (38) | | (3.2) | | 3,754 | | 3,564 | | 190 | | 5.3 | |
Occupancy expense, net | Occupancy expense, net | 527 | | 477 | | 50 | | 10.5 | | | Occupancy expense, net | 448 | | 425 | | 23 | | 5.4 | | 1,437 | | 1,429 | | 8 | | 0.6 | |
Equipment expense | Equipment expense | 916 | | 798 | | 118 | | 14.8 | | | Equipment expense | 948 | | 872 | | 76 | | 8.7 | | 2,798 | | 2,542 | | 256 | | 10.1 | |
Professional fees | Professional fees | 216 | | 196 | | 20 | | 10.2 | | | Professional fees | 247 | | 191 | | 56 | | 29.3 | | 680 | | 709 | | (29) | | (4.1) | |
FDIC insurance assessment | FDIC insurance assessment | 127 | | 156 | | (29) | | (18.6) | | | FDIC insurance assessment | 179 | | 221 | | (42) | | (19.0) | | 452 | | 577 | | (125) | | (21.7) | |
Other loan related expenses | 73 | | 84 | | (11) | | (13.1) | | | |
Advertising and public relations | | Advertising and public relations | 161 | | 127 | | 34 | | 26.8 | | 439 | | 373 | | 66 | | 17.7 | |
Vermont franchise tax | Vermont franchise tax | 261 | | 223 | | 38 | | 17.0 | | | Vermont franchise tax | 274 | | 249 | | 25 | | 10.0 | | 803 | | 712 | | 91 | | 12.8 | |
Donations | 39 | | 24 | | 15 | | 62.5 | | | |
| Legal fees | | Legal fees | 18 | | 25 | | (7) | | (28.0) | | 40 | | 88 | | (48) | | (54.5) | |
Trust department expenses | | Trust department expenses | 100 | | 94 | | 6 | | 6.4 | | 292 | | 258 | | 34 | | 13.2 | |
| Travel and entertainment | Travel and entertainment | 33 | | 17 | | 16 | | 94.1 | | | Travel and entertainment | 63 | | 41 | | 22 | | 53.7 | | 126 | | 77 | | 49 | | 63.6 | |
Amortization of core deposit intangible | Amortization of core deposit intangible | — | | 43 | | (43) | | (100.0) | | | Amortization of core deposit intangible | — | | — | | — | | — | | — | | 71 | | (71) | | (100.0) | |
ATM and debit card expense | | ATM and debit card expense | 260 | | 243 | | 17 | | 7.0 | | 717 | | 665 | | 52 | | 7.8 | |
Other losses | | Other losses | 17 | | 49 | | (32) | | (65.3) | | 36 | | 74 | | (38) | | (51.4) | |
Other expenses | Other expenses | 1,207 | | 1,183 | | 24 | | 2.0 | | | Other expenses | 922 | | 902 | | 20 | | 2.2 | | 2,696 | | 2,697 | | (1) | | — | |
Total noninterest expense | Total noninterest expense | $ | 8,114 | | $ | 7,453 | | $ | 661 | | 8.9 | | | Total noninterest expense | $ | 8,366 | | $ | 8,549 | | $ | (183) | | (2.1) | | $ | 24,775 | | $ | 24,390 | | $ | 385 | | 1.6 | |
The significant changes in noninterest expense for the three and nine months ended March 31,September 30, 2022 compared to the same periodperiods in 2021 are described below:
•Salaries and wages. The increase in salariesSalaries and wages of $327decreased by $343 thousand and $49 thousand for the three and nine months ended March 31,September 30, 2022, respectively, compared to the same periodperiods in 2021 was2021. The decrease is primarily due to annual increasesemployee turnover and the increased number of open positions that resulted during 2022, a reduction in employee's salaries, increases in accruals for annual incentive plan payments,commissions earned by mortgage loan originators and the deferral of loan origination costs. Also, the number of full time equivalent employees has increased from 195 at March 31, 2021 to 203 as of March 31, 2022.costs, partially offset by annual salary adjustments. Salaries and wages are reduced by deferred loan origination costs at the time of origination. Deferred loan origination costs reduced salaries and wages by $35$45 thousand and $129 thousand for the three and nine months ended March 31,September 30, 2022, respectively, compared to $185an increase of $137 thousand and a decrease of $70 thousand for the same periodperiods in 2021.2021, respectively. The lowervariance in deferred loan origination costs for 2022 compared to 2021 is primarily attributable to the timing of origination and forgiveness of PPP loans during 2021 and 2022.
•Employee benefits. Employee benefit expense increased $136decreased by $38 thousand for the three months ended March 31,September 30, 2022 and increased by $190 thousand for the nine months ended September 30, 2022, compared to the same periodperiods in 20212021. These variances were primarily due to increases of $21$30 thousand and $319 thousand in the costCompany's medical and dental plans for the three and nine month comparison periods, respectively, and decreases of payroll taxes, $37$53 thousand in group health insurance, $13 thousand in 401(k) plan contributions, and $65$146 thousand in employee benefits related to the Company's deferred compensation plans.plans for the three and nine month comparison periods, respectively.
•Occupancy expense, net. The Company openedincrease in occupancy expense for the three and nine month comparison periods primarily relates to increases in depreciation, utilities, taxes and repair and maintenance expenses due in part to the opening of a new full service branch location duringin the fourth quarter of 2021. Increase in occupancy expense, net, wasThese increases were partially offset by a $108 thousand loss recognized due to increasesthe disposition of $22 thousand in utilities, primarily fuel cost, $12 thousand in property taxes, and $14 thousand in repairs and maintenance.a branch location during the second quarter of 2021.
Union Bankshares, Inc. Page 34
•Equipment expense. Equipment expenses increased between periods primarily due to increases of $99$62 thousand and $255 thousand in software license and maintenance costs and $19 thousand in computer operationoperations expense for the three and nine months ended March 31,September 30, 2022, respectively, compared to the same periodperiods in 2021.
•Professional fees. DuringProfessional fees increased by $56 thousand for the three months ended September 30, 2022 due to engagement of additional consultants compared to the same period in 2021. However, during the first three monthshalf of 2022,2021, additional consultants were engaged to assist with employment searches and other advisory services that were not utilized in 2021,2022, resulting in increasesa decrease of $20$29 thousand for the nine months ended September 30, 2022 compared to the same period in 2021.
•FDIC insurance assessment. The FDIC assessment rate decreased resulting in a decrease in expense for the three and nine months ended March 31,September 30, 2022 compared to the same periodperiods in 2021.
•Other loanAdvertising and public relations. The increase in advertising and public relations costs primarily related expenses. Other loan related expenses consist of other costs incurred for originatingto advertising campaigns and servicing loans such as insurance and property tax tracking expenses, credit report fees, and other real estate closing costs. These expenses decreased for the three months ended March 31,product specific advertising in 2022 compared to the same periodthat did not occur in 2021 due to a decrease in real estate closing costs between the three month comparison periods.2021.
Union Bankshares, Inc. Page 31
•Vermont franchise tax. The increase in expense between the three and nine month comparison periods of 2021 and 2022 is due to the increase in average deposit balances for customer accounts allocated to Vermont.
•Donations.Legal fees. Charitable donations are made as part ofThe decrease in legal fees for the Company's commitment to continually help enhance the economic vitalitythree and social welfare of our communities. Donations increased by $15 thousand between the threenine month comparison periods of 2021primarily relates to recoveries received from borrowers for legal fees expensed in prior years.
•Trust department expenses. The increase is primarily attributable to the growth in managed fiduciary accounts and 2022.the associated data processing and professional services. In addition, consulting services were engaged in 2022 that were not utilized in 2021.
•Travel and entertainment. The Company has resumed business travels,travel, intercompany travel and events that were suspended due to the economic disruption caused by COVID-19, resulting in increased expense of $16$22 thousand and $49 thousand for the three and nine months ended March 31,September 30, 2022, respectively, compared to the same periodperiods in 2021.
•Amortization of core deposit intangible. The core deposit intangible was fully amortized in the second quarter of 2021 resulting in no amortization expense in 2022.
•ATM and debit card expenses. The increase between comparison periods relates to increases in the volume of ATM and debit card transactions and new card issuance costs.
•Other losses. Losses were recorded related to business debit card fraud during the third quarter 2021 resulting in a decrease in expense between the three and nine month comparison periods of 2021 and 2022.
Provision for Income Taxes. The Company has provided for current and deferred federal income taxes for the three and nine months ended March 31,September 30, 2022 and 2021. The Company's net provision for income taxes was $422$783 thousand and $1.8 million, for the three and nine months ended March 31,September 30, 2022, respectively, compared to $541$874 thousand and $2.0 million for the same periodperiods in 2021.2021, respectively. The Company's effective federal corporate income tax rate was 14.7%16.6% and 16.1% for the three and nine months ended March 31,September 30, 2022, respectively, compared to 15.2%17.9% and 16.6% for the same periodperiods in 2021.2021, respectively.
Amortization expense related to limited partnership investments is included as a component of tax expense and amounted to $256$316 thousand and $864 thousand for the three and nine months ended March 31,September 30, 2022, respectively, and $262$238 thousand and $739 thousand for the same periodperiods in 2021.2021, respectively. 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 $251$310 thousand and $241$833 thousand for the three and nine months ended March 31,September 30, 2022, respectively, and $241 thousand and $723 thousand for the three and nine months ended September 30, 2021, respectively.
FINANCIAL CONDITION
At March 31,September 30, 2022, the Company had total consolidated assets of $1.23$1.30 billion, including gross loans and loans held for sale (total loans) of $830.0$941.2 million, investment securities AFS of $240.1 million, deposits of $1.13$1.20 billion, subordinated notes of $16.2 million and stockholders' equity of $69.4$49.7 million. The Company’s total assets at March 31,September 30, 2022 increased $28.2$94.9 million, or 2.3%7.9%, from $1.21 billion at December 31, 2021, and increased $129.2$142.0 million, or 11.7%12.3%, compared to March 31,September 30, 2021.
Net loans and loans held for sale increased $29.4$140.9 million, or 3.7%17.8%, to $822.6$934.2 million, representing 66.7%71.8% of total assets at March 31,September 30, 2022, compared to $793.2 million, or 65.8% of total assets at December 31, 2021. (See Loans Held for Sale and Loan Portfolio below.)
Union Bankshares, Inc. Page 35
Total deposits increased $39.2$101.3 million, or 3.6%9.3%, to $1.13$1.20 billion at March 31,September 30, 2022, from $1.10 billion at December 31, 2021. There were increases in noninterest bearing deposits of $38.2$72.6 million, or 14.4%27.4%, and interest bearingtime deposits of $3.4$30.0 million, or 0.5%28.1%, which were partially offset by a decrease in timeinterest bearing deposits of $2.4$1.3 million, or 2.3%0.2%. (See average balances and rates in the Yields Earned and Rates Paid table on page 28.pages 30 and 31.)
In August 2021, the Company completed the private placement of $16.5 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2031 (the "Notes") to certain qualified institutional buyers and accredited investors. The Notes are presented in the consolidated balance sheets net of unamortized issuance costs of $321$304 thousand and $329 thousand at March 31,September 30, 2022 and December 31, 2021, respectively, in the consolidated balance sheets.respectively.
Stockholders’ equity decreased from $84.3 million at December 31, 2021 to $69.4$49.7 million at March 31,September 30, 2022, reflecting an increase of $15.9$39.4 million in accumulated other comprehensive loss due to a decrease in the fair market value of the Company's AFS investment securities, cash dividends declared of $1.6$4.7 million and stock repurchases of $75$79 thousand during the threenine months ended March 31,September 30, 2022. These decreases were partially offset by net income of $2.5$9.2 million for the first threenine months of 2022, an increase of $103$359 thousand from stock based compensation and a $13$42 thousand increase due to the issuance of common stock under the DRIP. (See Capital Resources on page 40.44.)
Loans Held for Sale and Loan Portfolio. Total loans (including loans held for sale) increased $29.1$140.3 million, or 3.6%17.5%, to $830.0$941.2 million, representing 67.3%72.4% of assets at March 31,September 30, 2022, from $800.9 million, representing 66.4% of assets at December 31, 2021. The total loan portfolio at March 31,September 30, 2022 decreased $12.5increased $151.2 million compared to the March 31,September 30, 2021 level of $842.5$790.0 million, which represented 76.3%68.2% of assets, when the amount of PPP loans was at a high.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 $702.1$806.4 million, or 84.6%85.7% of total loans at March 31,September 30, 2022 and $670.6 million, or 83.7% of total loans at December 31, 2021. The Company had 8011 and 154 PPP loans totaling $6.8 million$958 thousand and $13.6 million classified as commercial loans as of March 31,September 30, 2022 and December 31, 2021, respectively. Changes in the composition of the Company's loan portfolio from December 31, 2021 (see table below) resulted primarily from an increase in the volume of residential, construction, and commercial real estate and municipal loans originated, partially offset by a decrease in the
Union Bankshares, Inc. Page 32
commercial portfolio related to PPP loan forgiveness. There was no material change in the Company’s lending programs or terms during the three months ended March 31, 2022.
The composition of the Company's loan portfolio, including loans held for sale, as of March 31,September 30, 2022 and December 31, 2021 was as follows:
| | | March 31, 2022 | December 31, 2021 | | September 30, 2022 | December 31, 2021 |
Loan Class | Loan Class | Amount | Percent | Amount | Percent | Loan Class | Amount | Percent | Amount | Percent |
| | (Dollars in thousands) | | (Dollars in thousands) |
Residential real estate | Residential real estate | $ | 282,662 | | 34.0 | | $ | 246,827 | | 30.8 | | Residential real estate | $ | 326,769 | | 34.7 | | $ | 246,827 | | 30.8 | |
Construction real estate | Construction real estate | 68,730 | | 8.3 | | 65,149 | | 8.1 | | Construction real estate | 98,989 | | 10.5 | | 65,149 | | 8.1 | |
Commercial real estate | Commercial real estate | 348,378 | | 42.0 | | 344,816 | | 43.1 | | Commercial real estate | 377,458 | | 40.1 | | 344,816 | | 43.1 | |
Commercial | Commercial | 44,808 | | 5.4 | | 49,788 | | 6.2 | | Commercial | 42,228 | | 4.5 | | 49,788 | | 6.2 | |
Consumer | Consumer | 2,241 | | 0.3 | | 2,376 | | 0.3 | | Consumer | 2,129 | | 0.2 | | 2,376 | | 0.3 | |
Municipal | Municipal | 80,788 | | 9.7 | | 78,094 | | 9.8 | | Municipal | 90,475 | | 9.6 | | 78,094 | | 9.8 | |
Loans held for sale | Loans held for sale | 2,349 | | 0.3 | | 13,829 | | 1.7 | | Loans held for sale | 3,143 | | 0.4 | | 13,829 | | 1.7 | |
Total loans | Total loans | 829,956 | | 100.0 | | 800,879 | | 100.0 | | Total loans | 941,191 | | 100.0 | | 800,879 | | 100.0 | |
Allowance for loan losses | Allowance for loan losses | (8,336) | | | (8,336) | | | Allowance for loan losses | (8,340) | | | (8,336) | | |
Unamortized net loan costs | Unamortized net loan costs | 1,007 | | | 705 | | | Unamortized net loan costs | 1,304 | | | 705 | | |
Net loans and loans held for sale | Net loans and loans held for sale | $ | 822,627 | | | $ | 793,248 | | | Net loans and loans held for sale | $ | 934,155 | | | $ | 793,248 | | |
The Company originates and sells qualified residential mortgage loans in various secondary market avenues to mitigate long-term interest rate risk and generate fee income, with a majority of sales made to the FHLMC/Freddie Mac, generally with servicing rights retained. At March 31,September 30, 2022, the Company serviced a $914.6$961.9 million residential real estate mortgage portfolio, of which $2.3$3.1 million was held for sale and approximately $629.6$631.9 million of which was serviced for unaffiliated third parties.
In an effort to utilize some excess liquidity along withduring the first half of 2022 and in light of the impact on the pricing of loans resulting from the rapid increase in the 10-year treasury rate in 2022, and the related impact on the pricing of loans held for sale, the Company elected to retain the majority of residential real estate loans originated in the first quarternine months of 2022. The Company sold $16.4$60.2 million of qualified residential real estate loans to the secondary market during the first threenine months of 2022 compared to sales of $29.7$164.2 million during the first threenine months of 2021. Residential mortgage loan origination activity continued to be strongstable during the firstthird quarter of 2022,
Union Bankshares, Inc. Page 36
consisting of both refinancing and purchase activity. Customers continue to refinance existing mortgages and despiteactivity, although there has been a decline in refinancing activity with the increase in interest rates. Despite low housing inventory, purchase activity in the Company's markets continues to be strong.stable with an increase in construction loan activity. 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 markets withoutwithout 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 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 $10.3$4.0 million guaranteed under these various programs at March 31,September 30, 2022 on an aggregate balance of $11.5$5.1 million in subject loans. This includes $6.8 million$958 thousand 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 institutions and retains servicing rights, which generates fee income. There were no commercial loans sold in the first threenine months of 2022 and 2021. The Company recognizes gains and losses on the sale of the principal portion of these loans as they occur.
The Company serviced $22.1$25.4 million of commercial and commercial real estate loans for unaffiliated third parties as of March 31,September 30, 2022. This included $20.6$24.0 million of commercial or commercial real estate loans the Company originated and 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. The unamortized balance of MSRs on loans sold with servicing retained was $2.3$2.1 million at March 31,September 30, 2022, 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 $172.5$271.6 million were pledged as collateral for borrowings from the FHLB under a blanket lien at March 31,September 30, 2022.
Union Bankshares, Inc. Page 33
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.
The region's economic environment continues to see signs of improvement and the states of Vermont and New Hampshire have been fully opened since June 2021, after the COVID-19 pandemic closure of large segments of the economy. There is demand for leisure travel and dining out which is supporting the region's tourist and restaurant industries; however, the industry isindustries are also facing some staffing challenges asdue to workforce participation is lagging.that continues to lag, supply chain delays and inflation. Demand for homes has surgedcontinues to be strong with the general safety and desirability of the region and the increased ability of working remotely. The Company’s management is focused on the lingering impact of COVID-19 on its borrowers and closely monitors industry and geographic concentrations, specifically the continuing impact on the region's tourist and restaurant industries. The Vermont unemployment rate was reported at 2.5%2.1% for MarchSeptember 2022 compared to 2.9%2.4% for MarchSeptember 2021 and the New Hampshire unemployment rate was 2.6%2.2% for MarchSeptember 2022 compared to 3.0%2.9% for MarchSeptember 2021. These rates compare favorably with the nationwide unemployment rate of 3.9%3.5% and 6.0%4.8%, respectively, for the comparable periods. Management will continue to monitor the national, regional and local economic environment in relation to COVID-19 and its impact on unemployment, business outlook and real estate values in the Company’s market area.
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Repossessed assets, nonaccrual loans, and loans that are 90 days or more past due are considered to be nonperforming assets. The following table details the composition of the Company's nonperforming assets and amounts utilized to calculate certain asset quality ratios monitored by the Company's management as of the balance sheet dates and March 31,September 30, 2021:
| | | | | | | | | | | |
| March 31, 2022 | December 31, 2021 | March 31, 2021 |
| (Dollars in thousands) |
Nonaccrual loans | $ | 4,405 | | $ | 4,650 | | $ | 5,878 | |
Loans past due 90 days or more and still accruing interest | 229 | | 98 | | 263 | |
Total nonperforming loans | 4,634 | | 4,748 | | 6,141 | |
OREO | — | | — | | — | |
| | | |
Total nonperforming assets | $ | 4,634 | | $ | 4,748 | | $ | 6,141 | |
| | | |
Guarantees of U.S. or state government agencies on the above nonperforming loans | $ | 177 | | $ | 113 | | $ | 168 | |
TDR loans | $ | 2,181 | | $ | 2,215 | | $ | 2,766 | |
Allowance for loan losses | $ | 8,336 | | $ | 8,336 | | $ | 8,429 | |
Net recoveries | $ | — | | $ | (65) | | $ | (8) | |
Total loans outstanding | $ | 829,956 | | $ | 800,879 | | $ | 842,466 | |
Total average loans outstanding | $ | 805,074 | | $ | 808,894 | | $ | 812,628 | |
| | | | | | | | | | | |
| September 30, 2022 | December 31, 2021 | September 30, 2021 |
| (Dollars in thousands) |
Nonaccrual loans | $ | 1,381 | | $ | 4,650 | | $ | 5,667 | |
Loans past due 90 days or more and still accruing interest | 308 | | 98 | | 43 | |
Total nonperforming loans | 1,689 | | 4,748 | | 5,710 | |
OREO | — | | — | | 47 | |
| | | |
Total nonperforming assets | $ | 1,689 | | $ | 4,748 | | $ | 5,757 | |
| | | |
Guarantees of U.S. or state government agencies on the above nonperforming loans | $ | 131 | | $ | 113 | | $ | 72 | |
TDR loans | $ | 1,757 | | $ | 2,215 | | $ | 2,766 | |
Allowance for loan losses | $ | 8,340 | | $ | 8,336 | | $ | 8,561 | |
Net recoveries | $ | (4) | | $ | (65) | | $ | (65) | |
Total loans outstanding | $ | 941,191 | | $ | 800,879 | | $ | 790,007 | |
Total average loans outstanding | $ | 850,869 | | $ | 808,894 | | $ | 817,168 | |
Union Bankshares, Inc. Page 3438
The following table shows trends of certain asset quality ratios monitored by the Company's management as of the balance sheet dates and March 31,September 30, 2021:
| | | March 31, 2022 | December 31, 2021 | March 31, 2021 | | September 30, 2022 | December 31, 2021 | September 30, 2021 |
| | (Dollars in thousands) | | (Dollars in thousands) |
Allowance for loan losses to total loans outstanding | Allowance for loan losses to total loans outstanding | 1.00 | % | 1.04 | % | 1.00 | % | Allowance for loan losses to total loans outstanding | 0.89 | % | 1.04 | % | 1.08 | % |
| Allowance for loan losses to nonperforming loans | Allowance for loan losses to nonperforming loans | 179.89 | % | 175.57 | % | 137.26 | % | Allowance for loan losses to nonperforming loans | 493.78 | % | 175.57 | % | 149.93 | % |
Allowance for loan losses to nonaccrual loans | Allowance for loan losses to nonaccrual loans | 189.24 | % | 179.27 | % | 143.40 | % | Allowance for loan losses to nonaccrual loans | 603.91 | % | 179.27 | % | 151.07 | % |
Nonperforming loans to total loans | Nonperforming loans to total loans | 0.56 | % | 0.59 | % | 0.73 | % | Nonperforming loans to total loans | 0.18 | % | 0.59 | % | 0.72 | % |
Nonperforming assets to total assets | Nonperforming assets to total assets | 0.38 | % | 0.39 | % | 0.56 | % | Nonperforming assets to total assets | 0.13 | % | 0.39 | % | 0.50 | % |
Nonaccrual loans to total loans | Nonaccrual loans to total loans | 0.53 | % | 0.58 | % | 0.70 | % | Nonaccrual loans to total loans | 0.15 | % | 0.58 | % | 0.72 | % |
Delinquent loans (30 days to nonaccruing) to total loans | Delinquent loans (30 days to nonaccruing) to total loans | 0.75 | % | 0.82 | % | 1.01 | % | Delinquent loans (30 days to nonaccruing) to total loans | 0.54 | % | 0.82 | % | 0.90 | % |
Net (recoveries) charge-offs (annualized) to total average loans | — | % | (0.01) | % | — | % | |
Net (recoveries) charge-offs to total average loans (annualized) | | Net (recoveries) charge-offs to total average loans (annualized) | — | % | (0.01) | % | (0.01) | % |
Residential real estate | Residential real estate | — | % | (0.03) | % | (0.01) | % | Residential real estate | — | % | (0.03) | % | (0.04) | % |
Net (recoveries) charge-offs | Net (recoveries) charge-offs | $ | — | | $ | (66) | | $ | (8) | | Net (recoveries) charge-offs | $ | — | | $ | (66) | | $ | (66) | |
Total average loans | Total average loans | $ | 266,089 | | $ | 243,212 | | $ | 222,766 | | Total average loans | $ | 292,147 | | $ | 243,212 | | $ | 241,838 | |
Construction real estate | Construction real estate | — | % | — | % | — | % | Construction real estate | — | % | — | % | — | % |
Net (recoveries) charge-offs | Net (recoveries) charge-offs | $ | — | | $ | — | | $ | — | | Net (recoveries) charge-offs | $ | — | | $ | — | | $ | — | |
Total average loans | Total average loans | $ | 54,370 | | $ | 62,678 | | $ | 60,861 | | Total average loans | $ | 66,031 | | $ | 62,678 | | $ | 63,823 | |
Commercial real estate | Commercial real estate | — | % | — | % | — | % | Commercial real estate | — | % | — | % | — | % |
Net (recoveries) charge-offs | Net (recoveries) charge-offs | $ | — | | $ | — | | $ | — | | Net (recoveries) charge-offs | $ | — | | $ | — | | $ | — | |
Total average loans | Total average loans | $ | 356,548 | | $ | 324,101 | | $ | 314,642 | | Total average loans | $ | 364,413 | | $ | 324,101 | | $ | 319,270 | |
Commercial | Commercial | — | % | — | % | — | % | Commercial | — | % | — | % | — | % |
Net (recoveries) charge-offs | Net (recoveries) charge-offs | $ | — | | $ | — | | $ | — | | Net (recoveries) charge-offs | $ | (1) | | $ | — | | $ | — | |
Total average loans | Total average loans | $ | 46,275 | | $ | 88,626 | | $ | 114,911 | | Total average loans | $ | 44,477 | | $ | 88,626 | | $ | 100,203 | |
Consumer | Consumer | — | % | 0.04 | % | — | % | Consumer | (0.18) | % | 0.04 | % | 0.05 | % |
Net (recoveries) charge-offs | Net (recoveries) charge-offs | $ | — | | $ | 1 | | $ | — | | Net (recoveries) charge-offs | $ | (3) | | $ | 1 | | $ | 1 | |
Total average loans | Total average loans | $ | 2,333 | | $ | 2,608 | | $ | 2,556 | | Total average loans | $ | 2,258 | | $ | 2,608 | | $ | 2,611 | |
Municipal | Municipal | — | % | — | % | — | % | Municipal | — | % | — | % | — | % |
Net (recoveries) charge-offs | Net (recoveries) charge-offs | $ | — | | $ | — | | $ | — | | Net (recoveries) charge-offs | $ | — | | $ | — | | $ | — | |
Total average loans | Total average loans | $ | 79,459 | | $ | 87,669 | | $ | 96,892 | | Total average loans | $ | 81,543 | | $ | 87,669 | | $ | 89,423 | |
|
There was one residential real estate loan totaling $118$28 thousand in process of foreclosure at MarchSeptember 30, 2022 and no loans in process of foreclosure at December 31, 2022.2021. The aggregate interest income not recognized on nonaccrual loans approximated $527$463 thousand as of March 31,September 30, 2022 and $504 thousand as of December 31, 2021.
The Company had loans rated substandard that were on performing status totaling $756 thousand$1.3 million at March 31,September 30, 2022 compared to $769 thousand at December 31, 2021. 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 short-term modifications made to loans to borrowers affected by the COVID-19 pandemic and government shutdown orders would not be considered TDRs under specified circumstances. As of March 31,September 30, 2022, fourthere were no loans with outstanding loan balances of $545 thousandthat remained subject to modified terms and carried accrued interest of $10 thousand.terms.
Allowance for Loan Losses. Some of the Company’s loan customers ultimately do not make all of their contractually scheduled payments, whether due to the effects of the COVID-19 pandemic or otherwise, 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 2021 Annual Report did not change during the first threenine months of 2022. The Company's ALL was $8.3 million at March 31,September 30, 2022 and December 31, 2021.
Union Bankshares, Inc. Page 3539
Management increased certain economic qualitative factors utilized to estimate the ALL during 2020 at the onset of the COVID-19 pandemic. During 2021, the economic qualitative reserve factor assigned to each loan portfolio in the ALL estimate was decreased due to continued indications of economic improvement. COVID-19 restrictions were lifted in June 2021 and the majority of borrowers that had executed loan modifications due to COVID-19 were no longer subject to modified terms. Based on these continued improving economic trends, the economic qualitative reserve factor assigned to all loan portfolios, except the municipal loan portfolio, was decreased 5 bps during the firstthird quarter of 2022.
Impaired loans, including $2.2$1.8 million of TDR loans, were $6.5$9.6 million at March 31,September 30, 2022, with government guarantiesguarantees of $420$344 thousand and a specific reserve amount allocated of $44$22 thousand. Impaired loans, including $2.2 million of TDR loans, were $6.8 million at December 31, 2021, with government guaranties of $423 thousand and a specific reserve amount allocated of $46 thousand. Based on management's evaluation of the Company's historical loss experience on substandard commercial loans, commercial loan relationships with aggregate balances greater than $500 thousand are evaluated individually for impairment, with a specific reserve allocated when warranted. Commercial loans with balances under this threshold are collectively evaluated for impairment as a homogeneous pool of loans, unless such loans are subject to a restructuring agreement or have been identified as impaired as part of a larger customer relationship. The specific reserve amount allocated to individually identified impaired loans decreased $2$24 thousand as a result of the March 31,September 30, 2022 impairment evaluation.
The following table reflects activity in the ALL for the three and nine months ended March 31,September 30, 2022 and 2021:
| | | For the Three Months Ended March 31, | | | For the Three Months Ended September 30, | For the Nine Months Ended September 30, |
| | 2022 | 2021 | | | 2022 | 2021 | 2022 | 2021 |
| | (Dollars in thousands) | | (Dollars in thousands) |
Balance at beginning of period | Balance at beginning of period | $ | 8,336 | | $ | 8,271 | | | Balance at beginning of period | $ | 8,340 | | $ | 8,505 | | $ | 8,336 | | $ | 8,271 | |
Charge-offs | Charge-offs | (1) | | — | | | Charge-offs | — | | (2) | | (2) | | (2) | |
Recoveries | Recoveries | 1 | | 8 | | | Recoveries | — | | 58 | | 6 | | 67 | |
Net recoveries | Net recoveries | — | | 8 | | | Net recoveries | — | | 56 | | 4 | | 65 | |
Provision for loan losses | Provision for loan losses | — | | 150 | | | Provision for loan losses | — | | — | | — | | 225 | |
Balance at end of period | Balance at end of period | $ | 8,336 | | 8,429 | | | Balance at end of period | $ | 8,340 | | $ | 8,561 | | $ | 8,340 | | $ | 8,561 | |
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, 2022 | December 31, 2021 | | September 30, 2022 | December 31, 2021 |
| | Amount | Percent | Amount | Percent | | Amount | Percent | Amount | Percent |
| | (Dollars in thousands) | | (Dollars in thousands) |
Residential real estate | Residential real estate | $ | 2,224 | | 34.1 | | $ | 2,068 | | 31.4 | | Residential real estate | $ | 2,246 | | 34.8 | | $ | 2,068 | | 31.4 | |
Construction real estate | Construction real estate | 843 | | 8.3 | | 837 | | 8.3 | | Construction real estate | 1,108 | | 10.6 | | 837 | | 8.3 | |
Commercial real estate | Commercial real estate | 3,997 | | 42.1 | | 4,122 | | 43.8 | | Commercial real estate | 3,919 | | 40.2 | | 4,122 | | 43.8 | |
Commercial | Commercial | 289 | | 5.4 | | 275 | | 6.3 | | Commercial | 310 | | 4.5 | | 275 | | 6.3 | |
Consumer | Consumer | 10 | | 0.3 | | 11 | | 0.3 | | Consumer | 10 | | 0.2 | | 11 | | 0.3 | |
Municipal | Municipal | 88 | | 9.8 | | 86 | | 9.9 | | Municipal | 98 | | 9.7 | | 86 | | 9.9 | |
Unallocated | Unallocated | 885 | | — | | 937 | | — | | Unallocated | 649 | | — | | 937 | | — | |
Total | Total | $ | 8,336 | | 100.0 | | $ | 8,336 | | 100.0 | | Total | $ | 8,340 | | 100.0 | | $ | 8,336 | | 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,September 30, 2022 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,September 30, 2022. 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.
Union Bankshares, Inc. Page 3640
Investment Activities. During the first threenine months of 2022, investment securities classified as AFS, increased $4.3which are carried at fair value, decreased $27.7 million to $272.2$240.1 million, comprising 22.1%18.5% of total assets, compared to $267.8 million, or 22.2% of total assets at December 31, 2021. Despite this decrease in the overall fair value of the investment portfolio, the amortized cost of investment securities classified as AFS increased $22.2 million during the first nine months of 2022. The Company used excess liquidity to increase the investment portfolio during 2021 and the first quarterhalf of 2022 to obtain higher yields than what would have been earned at the Federal Funds rate.
Net unrealized losses forin the Company’s AFS investment securities portfolio were $22.1$51.8 million as of March 31,September 30, 2022, compared to net unrealized losses of $2.0 million as of December 31, 2021. The Company’s accumulated OCI component of stockholders’ equity at March 31,September 30, 2022 reflected cumulative net unrealized losses on investment securities of $17.4$40.9 million. There were no securities classified as HTM at March 31,September 30, 2022 or December 31, 2021. The rapid increase in the 10-year treasury rate in 2022 has negatively impacted the fair market value of the investment portfolio as this index is typically tied to mortgage-backed securities. No declines in value were deemed by management to be OTT at March 31,September 30, 2022. Deterioration in credit quality and/or imbalances in liquidity that may result from changes in financial 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 unrealized losses will be designated as OTT in future periods, resulting in write-downs and charges to earnings.
Investment securities AFS with a carrying amount of $551$434 thousand and $589$608 thousand were pledged as collateral for public unit deposits or for other purposes as required or permitted by law at March 31,September 30, 2022 and December 31, 2021, respectively.
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 threenine months ended March 31,September 30, 2022 and 2021:
| | | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | Nine Months Ended September 30, 2022 | Nine Months Ended September 30, 2021 |
| | Average Amount | Percent of Total Deposits | Average Rate | Average Amount | Percent of Total Deposits | Average Rate | | Average Amount | Percent of Total Deposits | Average Rate | Average Amount | Percent of Total Deposits | Average Rate |
| | (Dollars in thousands) | | (Dollars in thousands) |
Nontime deposits: | Nontime deposits: | | Nontime deposits: | |
Noninterest bearing deposits | Noninterest bearing deposits | $ | 281,367 | | 25.3 | | — | | $ | 221,344 | | 22.1 | | — | | Noninterest bearing deposits | $ | 312,331 | | 27.2 | | — | | $ | 234,243 | | 23.0 | | — | |
Interest bearing checking accounts | Interest bearing checking accounts | 279,817 | | 25.2 | | 0.22 | % | 234,339 | | 23.4 | | 0.25 | % | Interest bearing checking accounts | 287,296 | | 25.0 | | 0.26 | % | 247,455 | | 24.3 | | 0.24 | % |
Money market accounts | Money market accounts | 259,670 | | 23.3 | | 0.53 | % | 264,499 | | 26.4 | | 0.80 | % | Money market accounts | 249,018 | | 21.7 | | 0.53 | % | 251,149 | | 24.7 | | 0.67 | % |
Savings accounts | Savings accounts | 185,368 | | 16.7 | | 0.04 | % | 148,770 | | 14.8 | | 0.07 | % | Savings accounts | 188,568 | | 16.4 | | 0.04 | % | 162,933 | | 16.0 | | 0.07 | % |
Total nontime deposits | Total nontime deposits | 1,006,222 | | 90.5 | | 0.20 | % | 868,952 | | 86.7 | | 0.32 | % | Total nontime deposits | 1,037,213 | | 90.3 | | 0.20 | % | 895,780 | | 88.0 | | 0.27 | % |
Time deposits: | | |
Less than $100,000 | 49,733 | | 4.4 | | 0.42 | % | 67,423 | | 6.7 | | 0.89 | % | |
$100,000 and over | 56,636 | | 5.1 | | 0.47 | % | 66,193 | | 6.6 | | 1.25 | % | |
| Total time deposits | Total time deposits | 106,369 | | 9.5 | | 0.45 | % | 133,616 | | 13.3 | | 1.06 | % | Total time deposits | 111,202 | | 9.7 | | 0.60 | % | 121,639 | | 12.0 | | 0.86 | % |
Total deposits | Total deposits | $ | 1,112,591 | | 100.0 | | 0.23 | % | $ | 1,002,568 | | 100.0 | | 0.42 | % | Total deposits | $ | 1,148,415 | | 100.0 | | 0.24 | % | $ | 1,017,419 | | 100.0 | | 0.34 | % |
During the first threenine months of 2022, average total deposits grew $110.0$131.0 million, or 11.0%12.9%, compared to the threenine months ended March 31,September 30, 2021, with growth in all categories except time deposits and money market accounts. The increase in average balances for nontime deposits 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 average balances of time deposits decreased due to the maturing of higher rate paying time deposit accounts, that matured andwith customers primarily transferredtransferring those funds into other deposit accounts.
The Company participates in CDARS, which permits the Companyit 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,September 30, 2022 or December 31, 2021. There were $12.2 million and $13.6 million of time deposits of $250,000 or less on the balance sheet at March 31,September 30, 2022 and December 31, 2021, respectively, 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 $134.2$131.8 million and $155.3 million in exchanged ICS demand and money market
Union Bankshares, Inc. Page 37
deposits on the balance sheet at March 31,September 30, 2022 and December 31, 2021, respectively. There were no purchased ICS deposits at March 31,September 30, 2022 or December 31, 2021.
Retail
Union Bankshares, Inc. Page 41
At September 30, 2022 there were $32.0 million of retail brokered deposits areat a rate of 2.40% 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 matured in October 2022 and were replaced with $33.0 million of retail brokered deposits at a rate of 3.45% for a three month term. There were no retail brokered deposits at March 31, 2022 or at December 31, 2021.
The following table provides a maturity distribution of the Company’s time deposits in amounts in excess of the $250 thousand FDIC insurance limit at March 31,September 30, 2022 and December 31, 2021:
| | | March 31, 2022 | December 31, 2021 | | September 30, 2022 | December 31, 2021 |
| | (Dollars in thousands) | | (Dollars in thousands) |
Within 3 months | Within 3 months | $ | 5,585 | | $ | 4,249 | | Within 3 months | $ | 5,053 | | $ | 4,249 | |
3 to 6 months | 3 to 6 months | 3,347 | | 5,576 | | 3 to 6 months | 1,011 | | 5,576 | |
6 to 12 months | 6 to 12 months | 4,193 | | 4,536 | | 6 to 12 months | 5,454 | | 4,536 | |
Over 12 months | Over 12 months | 1,832 | | 1,862 | | Over 12 months | 4,239 | | 1,862 | |
| | $ | 14,957 | | $ | 16,223 | | | $ | 15,757 | | $ | 16,223 | |
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. Uninsured deposits have been estimated to include deposits with balances greater than the FDIC insurance coverage limit of $250 thousand. This estimate is based on the same methodologies and assumptions used for regulatory reporting requirement.requirements. At March 31,September 30, 2022, the Company had estimated uninsured deposit accounts totaling $449.1$405.0 million, or 39.6%33.9% of total deposits. Uninsured deposits include $28.3$30.4 million of municipal deposits that were collateralized under applicable state regulations by investment securities or letters of credit issued by the FHLB at March 31,September 30, 2022, as described below under Borrowings.
Borrowings. Advances from the FHLB are another key source of funds to support earning assets. These funds are also used to manage the Bank's interest rate and liquidity risk exposures. The Company had noCompany's borrowed funds at March 31,September 30, 2022 andwere comprised of borrowings from the FHLB of $25.0 million at a weighted average rate of 3.09%. At December 31, 2021.2021, there were no borrowings.
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 $35.7$42.5 million and $37.5 million were utilized as collateral for these deposits at March 31,September 30, 2022 and December 31, 2021, respectively. Total fees paid by the Company in connection with the issuance of these letters of credit were $8 thousand and $9$23 thousand for the three and nine months ended March 31,September 30, 2022 respectively, and $23 thousand and $39 thousand for the three and nine months ended September 30, 2021, respectively.
In August 2021, the Company completed the private placement of $16.5 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2031 to certain qualified institutional buyers and accredited investors. The Notes initially bear interest, payable semi-annually, at the rate of 3.25% per annum, until September 1, 2026. From and including September 1, 2026, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month secured overnight financing rate (SOFR) plus 263 basis points. The Notes are presented in the consolidated balance sheets net of unamortized issuance costs of $321$304 thousand and $329 thousand at March 31,September 30, 2022 and December 31, 2021, respectively, in the consolidated balance sheets.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.
Union Bankshares, Inc. Page 3842
The following table details the contractual or notional amount of financial instruments that represented credit risk at the balance sheet dates:
| | | March 31, 2022 | December 31, 2021 | | September 30, 2022 | December 31, 2021 |
| | (Dollars in thousands) | | (Dollars in thousands) |
Commitments to originate loans | Commitments to originate loans | $ | 62,248 | | $ | 48,910 | | Commitments to originate loans | $ | 32,217 | | $ | 48,910 | |
Unused lines of credit | Unused lines of credit | 163,083 | | 168,442 | | Unused lines of credit | 192,796 | | 168,442 | |
Standby and commercial letters of credit | Standby and commercial letters of credit | 2,143 | | 2,158 | | Standby and commercial letters of credit | 1,729 | | 2,158 | |
Credit card arrangements | Credit card arrangements | 170 | | 170 | | Credit card arrangements | 224 | | 170 | |
FHLB Mortgage Partnership Finance credit enhancement obligation, net | FHLB Mortgage Partnership Finance credit enhancement obligation, net | 826 | | 818 | | FHLB Mortgage Partnership Finance credit enhancement obligation, net | 826 | | 818 | |
| Commitment to purchase investment in a real estate limited partnership | Commitment to purchase investment in a real estate limited partnership | — | | 4,574 | | Commitment to purchase investment in a real estate limited partnership | — | | 4,574 | |
| Total | Total | $ | 228,470 | | $ | 225,072 | | Total | $ | 227,792 | | $ | 225,072 | |
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. 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. The increase in commitmentsunused lines of credit at September 30, 2022 compared to originate loans at March 31, 2022 from December 31, 2021 is primarily the result of a $9.0 millionrelated to an increase in commitments to originateunused residential construction and commercial construction loans.lines of credit of $25.7 million.
The Company did not hold any derivative or hedging instruments at March 31,September 30, 2022 or December 31, 2021.
In addition to commitments arising from the Company’s financial instruments, in the normal course of business the Company enters into contractual commitments from time to time for the purchase or lease of property, including real property for its banking premises.
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. 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,September 30, 2022, Union, as a member of FHLB, had access to unused lines of credit up to $69.1$101.3 million over and above the $36.7$68.4 million in combined outstanding FHLB borrowings and other credit, subject to collateralization and 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,September 30, 2022. 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,September 30, 2022, there were no purchased ICS or CDARS deposits, no$32.0 million in retail brokered deposits issued under a master certificate of deposit program with a broker, and no outstanding advances on the Union or Company correspondent lines.
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.
Union Bankshares, Inc. Page 3943
Capital Resources. Capital management is designed to maintain an optimum level of capital in a cost-effective structure that meets target regulatory ratios, supports management’s internal assessment of economic capital, funds the Company’s business strategies and builds long-term stockholder value. Dividends are generally in line with long-term trends in earnings per share and conservative earnings projections, while sufficient profits are retained to support anticipated business growth, fund strategic investments, maintain required regulatory capital levels and provide continued support for deposits. The Company continues to evaluate growth opportunities both through internal growth or potential acquisitions.
In August 2021, the Company completed the private placement of $16.5 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2031 to certain qualified institutional buyers and accredited investors. The Notes are structured to qualify as Tier 2 capital for the Company under bank regulatory capital guidelines. The proceedsProceeds from the sale of the Notes were utilized primarily to provide additional capital to Union to support its growth and for other general corporate purposes.
Stockholders’ equity decreased from $84.3 million at December 31, 2021 to $69.4$49.7 million at March 31,September 30, 2022, reflecting an increase of $15.9$39.4 million in accumulated other comprehensive loss due to a decrease in the fair market value of the Company's AFS investment securities, cash dividends declared of $1.6$4.7 million and stock repurchases of $75$79 thousand during the threenine months ended March 31,September 30, 2022. These decreases were partially offset by net income of $2.5$9.2 million for the first threenine months of 2022, an increase of $103$359 thousand from stock based compensation and a $13$42 thousand increase due to the issuance of common stock under the DRIP. The components of other comprehensive loss are illustrated in Note 10 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,September 30, 2022, the Company had 4,968,6924,970,509 shares issued, of which 4,493,1704,495,887 were outstanding and 475,522474,622 were held in treasury.
In January 2022, the Company's Board reauthorized for 2022 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, 2022, unless reauthorized. The Company repurchased 2,5002,650 shares under this program during the first threenine months of 2022 at a total cost of $75$79 thousand.
The Company maintains a DRIP whereby registered stockholders may elect to reinvest cash dividends and make 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,September 30, 2022, 5,8466,896 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 standard regulatory capital 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 standard guidelines. As of March 31,September 30, 2022, the Tier I leverage ratios for the Company and Union were 6.91%6.75% and 8.19%7.96%, respectively.
Union Bankshares, Inc. Page 4044
As shown in the table below, as of March 31,September 30, 2022, 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,September 30, 2022 and the date of this report that management believes have changed either Company’scompany’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, 2022 | Amount | Ratio | Amount | Ratio | Amount | Ratio | |
As of September 30, 2022 | | As of September 30, 2022 | Amount | Ratio | Amount | Ratio | Amount | Ratio |
| | (Dollars in thousands) | | (Dollars in thousands) |
Company: | Company: | | Company: | |
Total capital to risk weighted assets | Total capital to risk weighted assets | $ | 109,133 | | 14.84 | % | $ | 58,832 | | 8.00 | % | N/A | Total capital to risk weighted assets | $ | 112,978 | | 13.69 | % | $ | 66,021 | | 8.00 | % | N/A |
Tier I capital to risk weighted assets | Tier I capital to risk weighted assets | 84,618 | | 11.50 | % | 44,149 | | 6.00 | % | N/A | Tier I capital to risk weighted assets | 88,442 | | 10.72 | % | 49,501 | | 6.00 | % | N/A |
Common Equity Tier 1 to risk weighted assets | Common Equity Tier 1 to risk weighted assets | 84,618 | | 11.50 | % | 33,111 | | 4.50 | % | N/A | Common Equity Tier 1 to risk weighted assets | 88,442 | | 10.72 | % | 37,126 | | 4.50 | % | N/A |
Tier I capital to average assets | Tier I capital to average assets | 84,618 | | 6.91 | % | 48,983 | | 4.00 | % | N/A | Tier I capital to average assets | 88,442 | | 6.75 | % | 52,410 | | 4.00 | % | N/A |
| Union: | Union: | | Union: | |
Total capital to risk weighted assets | Total capital to risk weighted assets | $ | 108,642 | | 14.79 | % | $ | 58,765 | | 8.00 | % | $ | 73,456 | | 10.00 | % | Total capital to risk weighted assets | $ | 112,525 | | 13.65 | % | $ | 65,949 | | 8.00 | % | $ | 82,436 | | 10.00 | % |
Tier I capital to risk weighted assets | Tier I capital to risk weighted assets | 100,306 | | 13.65 | % | 44,091 | | 6.00 | % | 58,787 | | 8.00 | % | Tier I capital to risk weighted assets | 104,185 | | 12.64 | % | 49,455 | | 6.00 | % | 65,940 | | 8.00 | % |
Common Equity Tier 1 to risk weighted assets | Common Equity Tier 1 to risk weighted assets | 100,306 | | 13.65 | % | 33,068 | | 4.50 | % | 47,765 | | 6.50 | % | Common Equity Tier 1 to risk weighted assets | 104,185 | | 12.64 | % | 37,091 | | 4.50 | % | 53,576 | | 6.50 | % |
Tier I capital to average assets | Tier I capital to average assets | 100,306 | | 8.19 | % | 48,989 | | 4.00 | % | 61,237 | | 5.00 | % | Tier I capital to average assets | 104,185 | | 7.96 | % | 52,354 | | 4.00 | % | 65,443 | | 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 $0.35 per share were paid during the firstthird quarter of 2022 and were declared for the secondfourth quarter, payable on May 5,November 3, 2022 to stockholders of record on April 30,October 29, 2022.
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,September 30, 2022. Based on this evaluation they concluded that those disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files with the Commission is accumulated and communicated to the Company’s management, including its principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required information.
Changes in Internal Controls over Financial Reporting. There was no change in the Company's internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act, during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
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.
Union Bankshares, Inc. Page 4145
Item 1A. Risk Factors
There have been no material changes in the risk factors discussed in Part I-Item 1A, "Risk Factors" in the Company’s 2021 Annual Report since the date of the filing of that report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The Company did not issue any unregistered shares during the quarter ended March 31,September 30, 2022.
The following table summarizesThere were no repurchases of the Company's equity securities during the quarter ended March 31,September 30, 2022.
| | | | | | | | | | | | | | |
| | | | |
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 2022 | — | | — | | — | | 2,500 | |
February 2022 | — | | — | | — | | 2,500 | |
March 2022 | 2,500 | | $30.03 | 2,500 | | — | |
__________________
(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 2022. The program will expire on December 31, 2022, unless reauthorized.
Item 6. Exhibits.
| | | | | |
31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
32.2 | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
101 | The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,September 30, 2022 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three and nine months ended March 31,September 30, 2022 and 2021, (iii) the unaudited consolidated statements of comprehensive income for the three and nine months ended March 31,September 30, 2022 and 2021, (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.
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 13,November 14, 2022 | | /s/ David S. Silverman |
| | David S. Silverman |
| | Director, President and Chief Executive Officer |
| | |
| | |
May 13,November 14, 2022 | | /s/ Karyn J. Hale |
| | Karyn J. Hale |
| | Chief Financial Officer |
| | (Principal Financial Officer) |
Union Bankshares, Inc. Page 46
EXHIBIT INDEX
| | | | | |
| Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
| Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
| Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| |
| 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,September 30, 2022 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three and nine months ended March 31,September 30, 2022 and 2021, (iii) the unaudited consolidated statements of comprehensive income for the three and nine months ended March 31,September 30, 2022 and 2021, (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.
Union Bankshares, Inc. Page 4347