10-Q 1 a2018unb10-qx2ndquarter.htm BODY OF FORM 10-Q Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

OR

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2018

Commission file number: 001-15985

UNION BANKSHARES, INC.
 
VERMONT
 
03-0283552
 

P.O. BOX 667
20 LOWER MAIN STREET
MORRISVILLE, VT 05661

Registrant’s telephone number:      802-888-6600

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

Securities registered pursuant to section 12(b) of the Act:
 
Common Stock, $2.00 par value
 
Nasdaq Stock Market
 
 
(Title of class)
 
(Exchanges registered on)
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]      No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X]      No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” ”accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [  ]
Accelerated filer [ X ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)
Smaller reporting company [ ]
 
Emerging growth company [ ]

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of July 30, 2018.
 
Common Stock, $2 par value
 
4,465,807

shares
 





UNION BANKSHARES, INC.
TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
 
 
 
 
 
 
PART II OTHER INFORMATION
 
 
 
 
 





PART I FINANCIAL INFORMATION
Item 1. Financial Statements
UNION BANKSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
 
June 30, 2018
December 31, 2017
 
(Unaudited)
 
Assets
(Dollars in thousands)
Cash and due from banks
$
4,236

$
3,857

Federal funds sold and overnight deposits
9,610

34,651

Cash and cash equivalents
13,846

38,508

Interest bearing deposits in banks
9,996

9,352

Investment securities available-for-sale
69,543

65,439

Investment securities held-to-maturity (fair value $999 thousand at December 31, 2017)

1,000

Other investments
559


Total investments
70,102

66,439

Loans held for sale
5,424

7,947

Loans
575,076

586,615

Allowance for loan losses
(5,553
)
(5,408
)
Net deferred loan costs
846

795

Net loans
570,369

582,002

Accrued interest receivable
2,338

2,500

Premises and equipment, net
15,172

14,255

Core deposit intangible
497

583

Goodwill
2,223

2,223

Investment in real estate limited partnerships
4,367

3,166

Company-owned life insurance
8,921

8,861

Other assets
14,390

9,995

Total assets
$
717,645

$
745,831

Liabilities and Stockholders’ Equity
 
 
Liabilities
 
 
Deposits
 
 
Noninterest bearing
$
110,984

$
127,824

Interest bearing
360,582

418,621

Time
107,321

101,129

Total deposits
578,887

647,574

Borrowed funds
69,039

31,581

Accrued interest and other liabilities
9,610

8,015

Total liabilities
657,536

687,170

Commitments and Contingencies


Stockholders’ Equity
 
 
Common stock, $2.00 par value; 7,500,000 shares authorized; 4,940,961 shares
  issued at June 30, 2018 and December 31, 2017
9,882

9,882

Additional paid-in capital
850

755

Retained earnings
59,715

57,197

Treasury stock at cost; 475,158 shares at June 30, 2018
  and 475,385 shares at December 31, 2017
(4,078
)
(4,077
)
Accumulated other comprehensive loss
(6,260
)
(5,096
)
Total stockholders' equity
60,109

58,661

Total liabilities and stockholders' equity
$
717,645

$
745,831

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
June 30,
Six Months Ended
June 30,
 
2018
2017
2018
2017
 
(Dollars in thousands, except per share data)
Interest and dividend income
 
 
 
 
Interest and fees on loans
$
7,374

$
6,608

$
14,373

$
12,930

Interest on debt securities:
 
 
 
 
Taxable
308

249

597

491

Tax exempt
146

162

291

327

Dividends
55

27

95

72

Interest on federal funds sold and overnight deposits
9

19

62

49

Interest on interest bearing deposits in banks
51

36

96

71

Total interest and dividend income
7,943

7,101

15,514

13,940

Interest expense
 
 
 
 
Interest on deposits
574

396

1,107

818

Interest on borrowed funds
157

120

271

235

Total interest expense
731

516

1,378

1,053

    Net interest income
7,212

6,585

14,136

12,887

Provision for loan losses
150


150


    Net interest income after provision for loan losses
7,062

6,585

13,986

12,887

Noninterest income
 
 
 
 
Trust income
191

191

384

369

Service fees
1,483

1,451

2,970

2,891

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

9


9

Net gains on sales of loans held for sale
431

597

726

1,105

Other income
47

85

543

192

Total noninterest income
2,152

2,333

4,623

4,566

Noninterest expenses
 
 
 
 
Salaries and wages
2,614

2,504

5,263

5,072

Pension and employee benefits
1,197

951

2,155

1,830

Occupancy expense, net
336

363

731

753

Equipment expense
511

523

1,046

1,057

Other expenses
1,660

1,530

3,258

3,100

Total noninterest expenses
6,318

5,871

12,453

11,812

        Income before provision for income taxes
2,896

3,047

6,156

5,641

Provision for income taxes
446

820

959

1,484

        Net income
$
2,450

$
2,227

$
5,197

$
4,157

Earnings per common share
$
0.54

$
0.50

$
1.16

$
0.93

Weighted average number of common shares outstanding
4,465,737

4,461,865

4,465,669

4,461,961

Dividends per common share
$
0.30

$
0.29

$
0.60

$
0.58

 
 
 
 
 

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 2


UNION BANKSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)


 
Three Months Ended
June 30,
Six Months Ended
June 30,
 
2018
2017
2018
2017
 
(Dollars in thousands)
Net income
$
2,450

$
2,227

$
5,197

$
4,157

Other comprehensive (loss) income, net of tax:
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
Net unrealized holding (losses) gains arising during the period on investment securities available-for-sale
(214
)
338

(1,164
)
563

Reclassification adjustment for net gains on sales of investment securities available-for-sale realized in net income

(6
)

(6
)
Total other comprehensive (loss) income
(214
)
332

(1,164
)
557

Total comprehensive income
$
2,236

$
2,559

$
4,033

$
4,714


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
Six Months Ended June 30, 2018 and 2017 (Unaudited)

 
Common Stock
 
 
 
 
 
 
Shares,
net of
treasury
Amount
Additional
paid-in
capital
Retained
earnings
Treasury
stock
Accumulated
other
comprehensive loss
Total
stockholders’
equity
 
(Dollars in thousands, except per share data)
Balances December 31, 2017
4,465,576

$
9,882

$
755

$
57,197

$
(4,077
)
$
(5,096
)
$
58,661

   Net income



5,197



5,197

   Other comprehensive loss





(1,164
)
(1,164
)
   Dividend reinvestment plan
287


13


2


15

   Cash dividends declared
       ($0.60 per share)



(2,679
)


(2,679
)
   Stock based compensation
  expense


82




82

   Purchase of treasury stock
(60
)



(3
)

(3
)
Balances June 30, 2018
4,465,803

$
9,882

$
850

$
59,715

$
(4,078
)
$
(6,260
)
$
60,109

 
 
 
 
 
 
 
 
Balances, December 31, 2016
4,462,135

$
9,874

$
620

$
53,086

$
(4,022
)
$
(3,279
)
$
56,279

   Net income



4,157



4,157

   Other comprehensive income





557

557

   Dividend reinvestment plan
273


9


2


11

   Cash dividends declared
  ($0.58 per share)



(2,588
)


(2,588
)
   Stock based compensation
  expense


68




68

   Purchase of treasury stock
(675
)



(27
)

(27
)
Balances, June 30, 2017
4,461,733

$
9,874

$
697

$
54,655

$
(4,047
)
$
(2,722
)
$
58,457


See accompanying notes to unaudited interim consolidated financial statements.


Union Bankshares, Inc. Page 4



UNION BANKSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
Six Months Ended June 30,
 
2018
2017
Cash Flows From Operating Activities
(Dollars in thousands)
Net income
$
5,197

$
4,157

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation
586

611

Provision for loan losses
150


Deferred income tax provision
(62
)
337

Net amortization of investment securities
193

222

Equity in losses of limited partnerships
269

314

Stock based compensation expense
82

68

Net increase in unamortized loan costs
(51
)
(59
)
Proceeds from sales of loans held for sale
50,144

59,661

Origination of loans held for sale
(46,895
)
(56,159
)
Net gain on sales of loans held for sale
(726
)
(1,105
)
Net (gain) loss on disposals of premises and equipment
(191
)
13

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

(9
)
Net gain on sales of other real estate owned
(11
)

Decrease in accrued interest receivable
162

230

Amortization of core deposit intangible
86

86

(Increase) decrease in other assets
(2,823
)
457

Contribution to defined benefit pension plan

(750
)
Increase in other liabilities
820

378

Net cash provided by operating activities
6,930

8,452

Cash Flows From Investing Activities
 
 
Interest bearing deposits in banks
 
 
Proceeds from maturities and redemptions
1,594

4,384

Purchases
(2,238
)
(3,236
)
Investment securities held-to-maturity
 
 
Proceeds from maturities, calls and paydowns
1,000


Investment securities available-for-sale
 
 
Proceeds from sales

1,445

Proceeds from maturities, calls and paydowns
2,810

3,233

Purchases
(9,101
)
(4,468
)
Other Investments
 
 
Proceeds from sales
44


Purchases
(82
)

Purchase of nonmarketable stock
(2,510
)
(272
)
Redemption of nonmarketable stock
906


Net decrease (increase) in loans
11,530

(2,999
)
Recoveries of loans charged off
4

10

Purchases of premises and equipment
(1,516
)
(332
)
Proceeds from Company-owned life insurance death benefit
307


Investments in limited partnerships
(695
)
(216
)
Proceeds from sales of premises and equipment
204


Proceeds from sales of other real estate owned
47


Net cash provided by (used in) investing activities
2,304

(2,451
)
 
 
 

Union Bankshares, Inc. Page 5



Cash Flows From Financing Activities
 
 
Advances on long-term borrowings
84,175


Repayment of long-term debt
(45,940
)
(138
)
Net (decrease) increase in short-term borrowings outstanding
(777
)
4,938

Net decrease in noninterest bearing deposits
(16,840
)
(4,215
)
Net decrease in interest bearing deposits
(58,039
)
(25,542
)
Net increase (decrease) in time deposits
6,192

(3,280
)
Purchase of treasury stock
(3
)
(27
)
Dividends paid
(2,664
)
(2,577
)
Net cash used in financing activities
(33,896
)
(30,841
)
Net decrease in cash and cash equivalents
(24,662
)
(24,840
)
Cash and cash equivalents
 
 
Beginning of period
38,508

39,275

End of period
$
13,846

$
14,435

Supplemental Disclosures of Cash Flow Information
 
 
Interest paid
$
1,381

$
1,072

Income taxes paid
$
925

$
325

 
 
 
 
 
 
Dividends paid on Common Stock:
 
 
Dividends declared
$
2,679

$
2,588

Dividends reinvested
(15
)
(11
)
 
$
2,664

$
2,577

 
 
 

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 June 30, 2018, and for the three and six months ended June 30, 2018 and 2017, 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, 2017 (2017 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 2017 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, 2018, or any future interim period.
In addition to the definitions set forth elsewhere in this report, the acronyms, abbreviations and capitalized terms identified below are used throughout this Form 10-Q, including Part I. "Financial Information" and Part II. "Other Information". The following is provided to aid the reader and provide a reference page when reviewing this Form 10-Q.
AFS:
Available-for-sale
IRS:
Internal Revenue Service
ALCO:
Asset Liability Committee
MBS:
Mortgage-backed security
ALL:
Allowance for loan losses
MSRs:
Mortgage servicing rights
ASC:
Accounting Standards Codification
OAO:
Other assets owned
ASU:
Accounting Standards Update
OCI:
Other comprehensive income (loss)
Board:
Board of Directors
OFAC:
U.S. Office of Foreign Assets Control
bp or bps:
Basis point(s)
OREO:
Other real estate owned
Branch Acquisition:
The acquisition of three New Hampshire branches in May 2011
OTTI:
Other-than-temporary impairment
CDARS:
Certificate of Deposit Accounts Registry Service of the Promontory Interfinancial Network
OTT:
Other-than-temporary
Company:
Union Bankshares, Inc. and Subsidiary
Plan:
The Union Bank Pension Plan
DRIP:
Dividend Reinvestment Plan
RD:
USDA Rural Development
FASB:
Financial Accounting Standards Board
RSU:
Restricted Stock Unit
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:
Federal Home Loan Bank of Boston
TDR:
Troubled-debt restructuring
FRB:
Federal Reserve Board
Union:
Union Bank, the sole subsidiary of Union Bankshares, Inc
FHLMC/Freddie Mac:
Federal Home Loan Mortgage Corporation
USDA:
U.S. Department of Agriculture
GAAP:
Generally Accepted Accounting Principles in the United States
VA:
U.S. Veterans Administration
HTM:
Held-to-maturity
2008 ISO Plan:
2008 Incentive Stock Option Plan of the Company
HUD:
U.S. Department of Housing and Urban Development
2014 Equity Plan:
2014 Equity Incentive Plan
ICS:
Insured Cash Sweeps of the Promontory Interfinancial Network
2017 Annual Report
Annual Report of Form 10-K for the year ended December 31, 2017
 
 
2017 Tax Act:
Tax Cut and Jobs Act of 2017

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 7



Note 3. Per Share Information
Earnings per common share are computed based on the weighted average number of shares of common stock outstanding during the period and reduced for shares held in treasury. The assumed exercise of outstanding exercisable stock options and vesting of RSUs does not result in material dilution and is not included in the calculation.
Note 4. Recent Accounting Pronouncements
The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) using a modified-retrospective transition method, as of January 1, 2018. The ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. While the guidance replaces most existing revenue recognition guidance in GAAP, the ASU is not applicable to financial instruments and, therefore, did not impact a majority of the Company’s revenues, including net interest income. The Company's assessment determined that no cumulative-effect adjustment to beginning stockholders' equity would be required under the modified retrospective transition method within the consolidated financial statements as there was no change in revenue recognition upon adoption of ASU No. 2014-09.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU was issued to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. This ASU changes how entities account for equity investments that do not result in consolidation and are not accounted for under the equity method of accounting. The ASU also changes certain disclosure requirements and other aspects of GAAP, including a requirement for public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The ASU became effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of the ASU did not have a material effect on the Company's consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The ASU was issued to increase transparency and comparability among organizations by recognizing lease assets and liabilities (including operating leases) on the balance sheet and disclosing key information about leasing arrangements. Previous lease accounting did not require the inclusion of operating leases in the balance sheet. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company is evaluating the potential impact of the ASU on its consolidated financial statements by reviewing its lease contracts.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Under the new guidance, which will replace the existing incurred loss model for recognizing credit losses, banks and other lending institutions will be required to recognize the full amount of expected credit losses. The new guidance, which is referred to as the current expected credit loss model ("CECL"), requires that expected credit losses for financial assets held at the reporting date that are accounted for at amortized cost be measured and recognized based on historical experience and current and reasonably supportable forecasted conditions to reflect the full amount of expected credit losses. A modified version of these requirements also applies to debt securities classified as AFS. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within such years. The Company has established a CECL implementation team and developed a transition project plan. The team members have evaluated CECL implementation software providers and the Company has entered into an agreement with Sageworks. Historical data has been compiled and training on utilizing the software for the existing incurred loss model has been completed. Training is ongoing during 2018 surrounding CECL implementation and methodologies, including the running of parallel calculations throughout the year. This will facilitate the implementation process and management's evaluation of the potential impact of the ASU on the Company's consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The ASU was issued to reduce the cost and complexity of the goodwill impairment test. To simplify the subsequent measurement of goodwill, step two of the goodwill impairment test was eliminated. Instead, a company will recognize an impairment of goodwill should the carrying value of a reporting unit exceed its fair value (i.e. step one). The ASU will be effective for the Company on January 1, 2020 and will be applied prospectively. The Company does not expect the implementation to have a material effect on the Company's consolidated financial statements.
In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Loss). This ASU was issued to allow a reclassification from accumulated other comprehensive income (loss) to retained earnings for stranded tax effects resulting from the 2017 Tax Act. Consequently, the amendments eliminate the stranded tax effects resulting from the 2017 Tax Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the 2017 Tax Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The ASU is effective for fiscal years beginning

Union Bankshares, Inc. Page 8



after December 15, 2018, with early adoption permitted for financial statements which have not yet been issued. The Company adopted the ASU for the December 31, 2017 consolidated financial statements.
Note 5. Goodwill and Other Intangible Assets
As a result of the 2011 Branch Acquisition, the Company recorded goodwill amounting to $2.2 million. The goodwill is not amortizable. Goodwill is evaluated for impairment annually, in accordance with current authoritative accounting guidance. Management assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the Company, in total, is less than its carrying amount. Management is not aware of any such events or circumstances that would cause it to conclude that the fair value of the Company is less than its carrying amount.
The Company also initially recorded $1.7 million of acquired identifiable intangible assets in connection with the 2011 Branch Acquisition, representing the core deposit intangible which is subject to straight-line amortization over the estimated 10 year average life of the core deposit base, absent any future impairment. Management will evaluate the core deposit intangible for impairment if conditions warrant.
Amortization expense for the core deposit intangible was $43 thousand for the three months ended June 30, 2018 and 2017 and $86 thousand for the six months ended June 30, 2018 and 2017. The amortization expense is included in other expenses on the consolidated statements of income and is deductible for tax purposes. As of June 30, 2018, the remaining amortization expense related to the core deposit intangible, absent any future impairment, is expected to be as follows:
 
(Dollars in thousands)
2018
$
85

2019
171

2020
171

2021
70

Total
$
497


Note 6. Investment Securities
AFS and HTM investment securities as of the balance sheet dates consisted of the following:
June 30, 2018
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 
(Dollars in thousands)
Available-for-sale
 
 
 
 
Debt securities:
 
 
 
 
U.S. Government-sponsored enterprises
$
7,166

$

$
(228
)
$
6,938

Agency mortgage-backed
35,052

4

(992
)
34,064

State and political subdivisions
24,768

115

(614
)
24,269

Corporate
4,411

6

(145
)
4,272

Total
$
71,397

$
125

$
(1,979
)
$
69,543


Union Bankshares, Inc. Page 9



December 31, 2017
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 
(Dollars in thousands)
Available-for-sale
 
 
 
 
Debt securities:
 
 
 
 
U.S. Government-sponsored enterprises
$
7,805

$
12

$
(122
)
$
7,695

Agency mortgage-backed
28,378

12

(274
)
28,116

State and political subdivisions
24,704

249

(239
)
24,714

Corporate
4,412

48

(67
)
4,393

Total debt securities
65,299

321

(702
)
64,918

Mutual funds (1)
521



521

Total
$
65,820

$
321

$
(702
)
$
65,439

Held-to-maturity
 
 
 
 
U.S. Government-sponsored enterprises
$
1,000

$

$
(1
)
$
999

____________________
(1)
As of December 31, 2017, mutual funds were classified as AFS investment securities. Effective January 1, 2018, these investments were reclassified to other investments on the consolidated balance sheets as they are no longer eligible to be classified as AFS upon adoption of ASU No. 2016-01.

There were no investment securities HTM at June 30, 2018. Investment securities AFS with a carrying amount of $3.0 million and $4.6 million at June 30, 2018 and December 31, 2017, respectively, were pledged as collateral for public deposits and for other purposes as required or permitted by law.

The amortized cost and estimated fair value of debt securities by contractual scheduled maturity as of June 30, 2018 were as follows:
 
Amortized
Cost
Fair
Value
Available-for-sale
(Dollars in thousands)
Due from one to five years
$
4,809

$
4,834

Due from five to ten years
16,175

15,742

Due after ten years
15,361

14,903

 
36,345

35,479

Agency mortgage-backed
35,052

34,064

Total debt securities available-for-sale
$
71,397

$
69,543


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.

As of June 30, 2018, other investments consisted of mutual funds with a fair value of $559 thousand, a cost basis of $396 thousand and unrealized gains of $163 thousand.


Union Bankshares, Inc. Page 10



Information pertaining to all investment securities with gross unrealized losses as of the balance sheet dates, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:
June 30, 2018
Less Than 12 Months
12 Months and over
Total
 
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
 
 
(Dollars in thousands)
Debt securities:
 
 
 
 
 
 
 
 
 
U.S. Government-
  sponsored enterprises
5

$
2,751

$
(42
)
10

$
4,187

$
(186
)
15

$
6,938

$
(228
)
Agency mortgage-backed
40

28,301

(752
)
7

4,753

(240
)
47

33,054

(992
)
State and political
  subdivisions
25

9,873

(195
)
18

7,650

(419
)
43

17,523

(614
)
Corporate
6

2,839

(72
)
2

928

(73
)
8

3,767

(145
)
Total
76

$
43,764

$
(1,061
)
37

$
17,518

$
(918
)
113

$
61,282

$
(1,979
)
December 31, 2017
Less Than 12 Months
12 Months and over
Total
 
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
Number
of
Securities
Fair
Value
Gross
Unrealized
Losses
 
 
(Dollars in thousands)
Debt securities:
 
 
 
 
 
 
 
 
 
U.S. Government-
  sponsored enterprises
3

$
1,824

$
(7
)
9

$
4,374

$
(116
)
12

$
6,198

$
(123
)
Agency mortgage-backed
26

19,315

(143
)
7

5,222

(131
)
33

24,537

(274
)
State and political
  subdivisions
8

3,803

(22
)
18

7,899

(217
)
26

11,702

(239
)
Corporate
2

870

(31
)
2

964

(36
)
4

1,834

(67
)
Total
39

$
25,812

$
(203
)
36

$
18,459

$
(500
)
75

$
44,271

$
(703
)
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. Declines in the fair values of individual equity securities that are deemed by management to be OTT are reflected in noninterest income when identified.

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.


Union Bankshares, Inc. Page 11



The Company has the ability to hold the investment securities that had unrealized losses at June 30, 2018 and December 31, 2017 for the foreseeable future and no declines were deemed by management to be OTT.

The following table presents the proceeds, gross realized gains and gross realized losses from the sale of AFS securities for the three and six months ended June 30, 2018 and June 30, 2017.
 
For The Three and Six Months Ended June 30, (1)
 
2018
2017
 
(Dollars in thousands)
Proceeds
$

$
1,445

 
 
 
Gross gains

32

Gross losses

(23
)
Net gains on sales of investment securities AFS
$

$
9

____________________
(1)
There were no sales of AFS securities during the first quarter of 2018 or 2017.

Note 7.  Loans
Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their unpaid principal balances, adjusted for any charge-offs, the ALL, and any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.
Loan interest income is accrued daily on outstanding balances. The following accounting policies, related to accrual and nonaccrual loans, apply to all portfolio segments and loan classes, which the Company considers to be the same. The accrual of interest is normally discontinued when a loan is specifically determined to be impaired and/or management believes, after considering collection efforts and other factors, that the borrower's financial condition is such that collection of interest is doubtful. Generally, any unpaid interest previously accrued on those loans is reversed against current period interest income. A loan may be restored to accrual status when its financial status has significantly improved and there is no principal or interest past due. A loan may also be restored to accrual status if the borrower makes six consecutive monthly payments or the lump sum equivalent. Income on nonaccrual loans is generally not recognized unless a loan is returned to accrual status or after all principal has been collected. Interest income generally is not recognized on impaired loans unless the likelihood of further loss is remote. Interest payments received on such loans are generally applied as a reduction of the loan principal balance. Delinquency status is determined based on contractual terms for all portfolio segments and loan classes. Loans past due 30 days or more are considered delinquent. Loans are considered in process of foreclosure when a judgment of foreclosure has been issued by the court.
Loan origination fees and direct loan origination costs are deferred and amortized as an adjustment of the related loan's yield using methods that approximate the interest method. The Company generally amortizes these amounts over the estimated average life of the related loans.
The composition of Net loans as of the balance sheet dates were as follows:
 
June 30,
2018
December 31,
2017
 
(Dollars in thousands)
Residential real estate
$
181,942

$
178,999

Construction real estate
50,358

42,935

Commercial real estate
269,645

254,291

Commercial
47,596

50,719

Consumer
3,680

3,894

Municipal
21,855

55,777

    Gross loans
575,076

586,615

Allowance for loan losses
(5,553
)
(5,408
)
Net deferred loan costs
846

795

    Net loans
$
570,369

$
582,002


Union Bankshares, Inc. Page 12



Qualifying residential first mortgage loans and certain commercial real estate loans with a carrying value of $187.4 million and $164.5 million were pledged as collateral for borrowings from the FHLB under a blanket lien at June 30, 2018 and December 31, 2017, respectively.

A summary of current, past due and nonaccrual loans as of the balance sheet dates follows:
June 30, 2018
Current
30-59 Days
60-89 Days
90 Days and Over and Accruing
Nonaccrual
Total
 
(Dollars in thousands)
Residential real estate
$
179,457

$
353

$
820

$
746

$
566

$
181,942

Construction real estate
49,842

413

54


49

50,358

Commercial real estate
269,354




291

269,645

Commercial
47,471

86

7

11

21

47,596

Consumer
3,604

73

2

1


3,680

Municipal
21,855





21,855

Total
$
571,583

$
925

$
883

$
758

$
927

$
575,076


December 31, 2017
Current
30-59 Days
60-89 Days
90 Days and Over and Accruing
Nonaccrual
Total
 
(Dollars in thousands)
Residential real estate
$
173,914

$
3,047

$
750

$
472

$
816

$
178,999

Construction real estate
42,857



22

56

42,935

Commercial real estate
253,266

357

361


307

254,291

Commercial
50,675

21

11


12

50,719

Consumer
3,884

7

3



3,894

Municipal
55,777





55,777

Total
$
580,373

$
3,432

$
1,125

$
494

$
1,191

$
586,615

There was one residential real estate loan totaling $131 thousand in process of foreclosure at June 30, 2018. Aggregate interest on nonaccrual loans not recognized was $1.2 million and $1.4 million as of June 30, 2018 and 2017, respectively, and $1.2 million as of December 31, 2017.

Note 8.  Allowance for Loan Losses and Credit Quality
The ALL is established for estimated losses in the loan portfolio through a provision for loan losses charged to earnings. For all loan classes, loan losses are charged against the ALL when management believes the loan balance is uncollectible or in accordance with federal guidelines. Subsequent recoveries, if any, are credited to the ALL.

The ALL is maintained at a level believed by management to be appropriate to absorb probable credit losses inherent in the loan portfolio as of the balance sheet date. The amount of the ALL is based on management's periodic evaluation of the collectability of the loan portfolio, including the nature, volume and risk characteristics of the portfolio, credit concentrations, trends in historical loss experience, estimated value of any underlying collateral, specific impaired loans and economic conditions. There was no change to the methodology used to estimate the ALL during the second quarter of 2018. While management uses available information to recognize losses on loans, future additions to the ALL may be necessary based on changes in economic conditions or other relevant factors.

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

The ALL consists of specific, general and unallocated components. The specific component relates to the loans that are classified as impaired. Loans are evaluated for impairment and may be classified as impaired when management believes it is probable that

Union Bankshares, Inc. Page 13



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. Management has established the threshold for individual impairment evaluation for commercial loans with balances greater than $500 thousand, based on an evaluation of the Company's historical loss experience on substandard commercial loans.

The general component represents the level of ALL allocable to each loan portfolio segment with similar risk characteristics and is determined based on historical loss experience, adjusted for qualitative factors, for each class of loan. Management deems a five year average to be an appropriate time frame on which to base historical losses for each portfolio segment. Qualitative factors considered include underwriting, economic and market conditions, portfolio composition, collateral values, delinquencies, lender experience and legal issues. The qualitative factors are determined based on the various risk characteristics of each portfolio segment. Risk characteristics relevant to each portfolio segment are as follows:
Residential real estate - Loans in this segment are collateralized by owner-occupied 1-4 family residential real estate, second and vacation homes, 1-4 family investment properties, home equity and second mortgage loans. Repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, could have an effect on the credit quality of this segment.

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

Commercial real estate - Loans in this segment are primarily properties occupied by businesses or income-producing properties. The underlying cash flows generated by the properties may be adversely impacted by a downturn in the economy as evidenced by a general slowdown in business or increased vacancy rates which, in turn, could have an effect on the credit quality of this segment. Management requests business financial statements at least annually and monitors the cash flows of these loans.

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

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

Municipal - Loans in this segment are made to municipalities located within the Company's service area. Repayment is primarily dependent on taxes or other funds collected by the municipalities. Management considers there to be minimal risk surrounding the credit quality of this segment.
An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the ALL reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

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


Union Bankshares, Inc. Page 14



Changes in the ALL, by class of loans, for the three and six months ended June 30, 2018 and 2017 were as follows:
For The Three Months Ended June 30, 2018
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Unallocated
Total
 
(Dollars in thousands)
Balance, March 31, 2018
$
1,375

$
494

$
2,773

$
367

$
25

$
63

$
308

$
5,405

Provision (credit) for loan losses

62

82

7

3

(33
)
29

150

Recoveries of amounts charged off




1



1

 
1,375

556

2,855

374

29

30

337

5,556

Amounts charged off




(3
)


(3
)
Balance, June 30, 2018
$
1,375

$
556

$
2,855

$
374

$
26

$
30

$
337

$
5,553

For The Three Months Ended June 30, 2017
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Unallocated
Total
 
(Dollars in thousands)
Balance, March 31, 2017
$
1,372

$
442

$
2,661

$
346

$
24

$
42

$
305

$
5,192

Provision (credit) for loan losses
39

36

92

15

4

(16
)
(170
)

Recoveries of amounts charged off

3


1




4

 
1,411

481

2,753

362

28

26

135

5,196

Amounts charged off
(24
)



(4
)


(28
)
Balance, June 30, 2017
$
1,387

$
481

$
2,753

$
362

$
24

$
26

$
135

$
5,168

For The Six Months Ended June 30, 2018
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Unallocated
Total
 
(Dollars in thousands)
Balance, December 31, 2017
$
1,361

$
488

$
2,707

$
395

$
30

$
64

$
363

$
5,408

Provision (credit) for loan
  losses
14

68

150

(21
)
(1
)
(34
)
(26
)
150

Recoveries of amounts
  charged off




4



4

 
1,375

556

2,857

374

33

30

337

5,562

Amounts charged off


(2
)

(7
)


(9
)
Balance, June 30, 2018
$
1,375

$
556

$
2,855

$
374

$
26

$
30

$
337

$
5,553

For The Six Months Ended June 30, 2017
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Unallocated
Total
 
(Dollars in thousands)
Balance, December 31, 2016
$
1,399

$
391

$
2,687

$
342

$
26

$
40

$
362

$
5,247

Provision (credit) for loan
  losses
68

84

66

19

4

(14
)
(227
)

Recoveries of amounts
  charged off
2

6


1

1



10

 
1,469

481

2,753

362

31

26

135

5,257

Amounts charged off
(82
)



(7
)


(89
)
Balance, June 30, 2017
$
1,387

$
481

$
2,753

$
362

$
24

$
26

$
135

$
5,168



Union Bankshares, Inc. Page 15



The allocation of the ALL, summarized on the basis of the Company's impairment methodology by class of loan, as of the balance sheet dates, was as follows:
June 30, 2018
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Unallocated
Total
 
(Dollars in thousands)
Individually evaluated
   for impairment
$
42

$

$
9

$
6

$

$

$

$
57

Collectively evaluated
   for impairment
1,333

556

2,846

368

26

30

337

5,496

Total allocated
$
1,375

$
556

$
2,855

$
374

$
26

$
30

$
337

$
5,553

December 31, 2017
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Unallocated
Total
 
(Dollars in thousands)
Individually evaluated
   for impairment
$
47

$

$
1

$

$

$

$

$
48

Collectively evaluated
   for impairment
1,314

488

2,706

395

30

64

363

5,360

Total allocated
$
1,361

$
488

$
2,707

$
395

$
30

$
64

$
363

$
5,408


The recorded investment in loans, summarized on the basis of the Company's impairment methodology by class of loan, as of the balance sheet dates, was as follows:
June 30, 2018
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Total
 
(Dollars in thousands)
Individually evaluated
   for impairment
$
1,798

$
80

$
1,772

$
361

$

$

$
4,011

Collectively evaluated
   for impairment
180,144

50,278

267,873

47,235

3,680

21,855

571,065

Total
$
181,942

$
50,358

$
269,645

$
47,596

$
3,680

$
21,855

$
575,076

December 31, 2017
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Total
 
(Dollars in thousands)
Individually evaluated
   for impairment
$
1,718

$
82

$
1,074

$
378

$

$

$
3,252

Collectively evaluated
   for impairment
177,281

42,853

253,217

50,341

3,894

55,777

583,363

Total
$
178,999

$
42,935

$
254,291

$
50,719

$
3,894

$
55,777

$
586,615


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

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

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


Union Bankshares, Inc. Page 16



5-7 Rating - Substandard
Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt. The loan may be inadequately protected by the net worth and paying capacity of the obligor and/or the underlying collateral is inadequate.

The following tables summarize the loan ratings applied by management to the Company's loans by class as of the balance sheet dates:
June 30, 2018
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Total
 
(Dollars in thousands)
Pass
$
167,468

$
41,113

$
182,415

$
35,352

$
3,643

$
21,855

$
451,846

Satisfactory/Monitor
11,473

9,086

84,360

11,408

33


116,360

Substandard
3,001

159

2,870

836

4


6,870

Total
$
181,942

$
50,358

$
269,645

$
47,596

$
3,680

$
21,855

$
575,076


December 31, 2017
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Total
 
(Dollars in thousands)
Pass
$
164,733

$
33,401

$
177,388

$
38,877

$
3,859

$
55,777

$
474,035

Satisfactory/Monitor
11,296

9,374

73,772

11,165

30


105,637

Substandard
2,970

160

3,131

677

5


6,943

Total
$
178,999

$
42,935

$
254,291

$
50,719

$
3,894

$
55,777

$
586,615


The following tables provide information with respect to impaired loans by class of loan as of and for the three and six months ended June 30, 2018 and June 30, 2017:
 
As of June 30, 2018
For The Three Months Ended June 30, 2018
For The Six Months Ended June 30, 2018
 
Recorded Investment
(1)
Principal Balance
(1)
Related Allowance
Average Recorded Investment
Interest Income Recognized
Average Recorded Investment
Interest Income Recognized
 
(Dollars in thousands)
Residential real estate
$
233

$
243

$
42

 
 
 
 
Commercial real estate
197

197

9

 
 
 
 
Commercial
13

13

6

 
 
 
 
With an allowance recorded
443

453

57

 
 
 
 
 
 
 
 
 
 
 
 
Residential real estate
1,565

2,095


 
 
 
 
Construction real estate
80

80


 
 
 
 
Commercial real estate
1,575

1,659


 
 
 
 
Commercial
348

348


 
 
 
 
With no allowance recorded
3,568

4,182


 
 
 
 
 
 
 
 
 
 
 
 
Residential real estate
1,798

2,338

42

$
1,795

$
17

$
1,770

$
29

Construction real estate
80

80


81

1

81

2

Commercial real estate
1,772

1,856

9

1,414

15

1,300

31

Commercial
361

361

6

367

6

371

14

Total
$
4,011

$
4,635

$
57

$
3,657

$
39

$
3,522

$
76

____________________
(1)
Does not reflect government guaranties on impaired loans as of June 30, 2018 totaling $675 thousand.


Union Bankshares, Inc. Page 17



 
As of June 30, 2017
For The Three Months Ended June 30, 2017
For The Six Months Ended June 30, 2017
 
Recorded Investment
(1)
Principal Balance
(1)
Related Allowance
Average Recorded Investment
Interest Income Recognized
Average Recorded Investment
Interest Income Recognized
 
(Dollars in thousands)
Residential real estate
$
1,770

$
2,289

$
59

$
1,675

$
20

$
1,599

$
31

Construction real estate
85

85


86

1

86

2

Commercial real estate
1,768

1,840

24

1,994

22

2,439

54

Commercial
408

408


412

5

419

12

Total
$
4,031

$
4,622

$
83

$
4,167

$
48

$
4,543

$
99

____________________
(1)
Does not reflect government guaranties on impaired loans as of June 30, 2017 totaling $635 thousand.

The following table provides information with respect to impaired loans by class of loan as of December 31, 2017:
 
December 31, 2017
 
 
 
Recorded Investment
(1)
Principal Balance
(1)
Related Allowance
 
 
 
(Dollars in thousands)
 
 
Residential real estate
$
238

$
247

$
47

 
 
Commercial real estate
137

141

1

 
 
With an allowance recorded
375

388

48

 
 
 
 
 
 
 
 
Residential real estate
1,480

1,983


 
 
Construction real estate
82

82


 
 
Commercial real estate
937

1,011


 
 
Commercial
378

378


 
 
With no allowance recorded
2,877

3,454


 
 
 
 
 
 
 
 
Residential real estate
1,718

2,230

47

 
 
Construction real estate
82

82


 
 
Commercial real estate
1,074

1,152

1

 
 
Commercial
378

378


 
 
Total
$
3,252

$
3,842

$
48

 
 
____________________
(1)
Does not reflect government guaranties on impaired loans as of December 31, 2017 totaling $550 thousand.

The following is a summary of TDR loans by class of loan as of the balance sheet dates:
 
June 30, 2018
December 31, 2017
 
Number of Loans
Principal Balance
Number of Loans
Principal Balance
 
(Dollars in thousands)
Residential real estate
25

$
1,771

24

$
1,718

Construction real estate
1

80

1

82

Commercial real estate
9

1,206

10

1,074

Commercial
3

361

2

378

Total
38

$
3,418

37

$
3,252

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

Union Bankshares, Inc. Page 18



restructured and meet established thresholds, are classified as impaired and a specific reserve amount is allocated to the ALL on the basis of the fair value of the collateral for collateral dependent loans, an observable market price, or the present value of anticipated future cash flows.
The following tables provide new TDR activity for the three and six months ended June 30, 2018 and 2017:
 
New TDRs During the
New TDRs During the
 
Three Months Ended June 30, 2018
Six Months Ended June 30, 2018
 
Number of Loans
Pre-Modification Outstanding Recorded Investment
Post-Modification Outstanding Recorded Investment
Number of Loans
Pre-Modification Outstanding Recorded Investment
Post-Modification Outstanding Recorded Investment
 
(Dollars in thousands)
Residential real estate

$

$

1

$
96

$
98

Commercial real estate
1

204

204

1

204

204

Commercial



1

13

13

 
New TDRs During the
New TDRs During the
 
Three Months Ended June 30, 2017
Six Months Ended June 30, 2017
 
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
3

$
240

$
248

6

$
380

$
397

Commercial real estate
1

144

144

1

144

144


There were no TDR loans modified within the previous twelve months that had subsequently defaulted during the three and six month periods ended June 30, 2018 or June 30, 2017. TDR loans are considered defaulted at 90 days past due.

At June 30, 2018 and December 31, 2017, the Company was not committed to lend any additional funds to borrowers whose loans were nonperforming, impaired or restructured.

Note 9. Defined Benefit Pension Plan
On October 18, 2017, the Company's Board of Directors voted to terminate Union Bank’s Defined Benefit Pension Plan. In order to settle the liabilities under the Plan, the Company has offered participants the option to receive an annuity purchased from an insurance carrier, a lump-sum cash payment, or a direct rollover into a qualifying retirement plan. An estimated $1.1 million will be contributed to the Plan by the Company in 2018 to cover the lump-sum payments and annuity purchases. The amount of the final contribution is subject to a number of factors, including changes in interest rates and the exact proportion of the participants electing a lump-sum distribution versus an annuity. At this time, the Company estimates that a $3.2 million reduction in net income will be recorded in the fourth quarter of 2018 as a result of the Plan termination and settlement of Plan assets and liabilities. The Company anticipates completing the transfer of all liabilities and administrative responsibilities under the Plan by December 31, 2018. Once the process is complete, the Company will no longer have any remaining defined benefit pension plan obligations and thus no periodic pension expense.
The Company's pension benefit obligation and net periodic benefit costs for the Plan are actuarially determined based on assumptions regarding the appropriate discount rate, current and expected future return on Plan assets, and anticipated mortality rates. Weighted average assumptions used to determine the net periodic pension cost (benefit) for the three and six months ended June 30, 2018 and 2017 have remained consistent with assumptions disclosed in the Company's 2017 Annual Report.


Union Bankshares, Inc. Page 19



Net periodic pension cost (benefit) for the three and six months ended June 30 consisted of the following components:
 
Three Months Ended
June 30,
Six Months Ended
June 30,
 
2018
2017
2018
2017
 
(Dollars in thousands)
Interest cost on projected benefit obligation
$
179

$
172

$
358

$
344

Expected return on plan assets
(161
)
(243
)
(322
)
(486
)
Amortization of net loss
151

51

302

102

Net periodic cost (benefit)
$
169

$
(20
)
$
338

$
(40
)

Note 10.  Stock Based Compensation
The Company's current stock based compensation plan is the Union Bankshares, Inc. 2014 Equity Incentive Plan. Under the 2014 Equity Plan, 50,000 shares of the Company’s common stock are available 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 June 30, 2018, there were outstanding grants under the plan of RSUs and incentive stock options.

RSUs. Each RSU represents the right to receive one share of the Company's common stock upon satisfaction of applicable vesting conditions. The general terms of the awards are described in the Company's 2017 Annual Report. Prior to vesting, the RSUs do not earn dividends or dividend equivalents, nor do they bear any voting rights.

The following table presents a summary of the RSUs awarded in accordance with the 2015, 2016, and 2017 Award Plan Summaries, as of June 30, 2018:
 
Number of RSUs Granted
Weighted-Average Grant Date Fair Value
Number of Unvested RSUs
2015 Award
5,445

$
27.91

730

2016 Award
3,569

45.45

2,026

2017 Award
3,225
$
52.95

3,225

Total
12,239

5,981
Unrecognized compensation expense related to the unvested RSUs as of June 30, 2018 and June 30, 2017 was $142 thousand and $124 thousand, respectively.
During the six months ended June 30, 2018, a total of 2,645 contingent RSUs were provisionally granted in accordance with a 2018 Award Plan Summary. The estimated number of contingent RSUs provisionally granted was based on target performance-based payout amounts detailed in the 2018 Award Plan Summary approved by the Board of Directors and on the closing market price of the Company's stock on the March 21, 2018 provisional grant date ($53.95 per share). As with the 2015, 2016, and 2017 grants, one half is in the form of Time-Based RSUs and one-half is in the form of Performance-Based RSUs. The actual number of Time-Based RSUs granted (if any) will be determined as of the earned date of December 31, 2018, based on the closing market price of the Company's stock on that date, while the actual number of Performance-Based RSUs granted (if any) will be determined during the first quarter of 2019, based on actual 2018 performance. The contingent RSUs were granted on substantially the same terms and conditions as the RSUs granted under the previous annual Award Plan Summaries. As of June 30, 2018, the estimated unrecognized compensation expense related to the provisionally granted RSUs, based on the closing market price of the Company's stock on the provisional grant date of March 21, 2018, was $143 thousand.

Stock options. As of June 30, 2018, 4,500 incentive stock options granted in December 2014 under the 2014 Equity Plan remained outstanding and exercisable and will expire in December 2021. There was no unrecognized compensation expense related to those options as of June 30, 2018. The estimated intrinsic value of those options was $126 thousand as of June 30, 2018.

As of June 30, 2018, 3,000 incentive stock options granted under the 2008 ISO Plan remained outstanding and exercisable, with the last of such options expiring in December 2020. There was no unrecognized compensation expense related to those options as of June 30, 2018. The estimated intrinsic value of those options was $90 thousand as of June 30, 2018.


Union Bankshares, Inc. Page 20



Note 11. Other Comprehensive Income (Loss)
Accounting principles generally require recognized revenue, expenses, gains and losses be included in net income or loss. Certain changes in assets and liabilities, such as the after tax effect of unrealized gains and losses on investment securities AFS that are not OTTI and the unfunded liability for the defined benefit pension plan, are not reflected in the consolidated statements of income. The cumulative effect of such items, net of tax effect, is reported as a separate component of the equity section of the consolidated balance sheets (Accumulated OCI). OCI, along with net income, comprises the Company's total comprehensive income or loss.

As of the balance sheet dates, the components of Accumulated OCI, net of tax, were:
 
June 30, 2018
December 31, 2017
 
(Dollars in thousands)
Net unrealized loss on investment securities available-for-sale
$
(1,465
)
$
(301
)
Defined benefit pension plan net unrealized actuarial loss
(4,795
)
(4,795
)
Total
$
(6,260
)
$
(5,096
)

The following tables disclose the tax effects allocated to each component of OCI for the three and six months ended June 30:
 
Three Months Ended
 
June 30, 2018
June 30, 2017
 
Before-Tax Amount
Tax (Expense) Benefit (1)
Net-of-Tax Amount
Before-Tax Amount
Tax (Expense) Benefit (1)
Net-of-Tax Amount
 
(Dollars in thousands)
Investment securities available-for-sale:
 
 
 
 
 
 
Net unrealized holding (losses) gains arising during the period on investment securities available-for-sale
$
(271
)
$
57

$
(214
)
$
512

$
(174
)
$
338

Reclassification adjustment for net gains on investment securities available-for-sale realized in net income



(9
)
3

(6
)
Total other comprehensive (loss) income
$
(271
)
$
57

$
(214
)
$
503

$
(171
)
$
332

 
Six Months Ended
 
June 30, 2018
June 30, 2017
 
Before-Tax Amount
Tax (Expense) Benefit (1)
Net-of-Tax Amount
Before-Tax Amount
Tax (Expense) Benefit (1)
Net-of-Tax Amount
 
(Dollars in thousands)
Investment securities available-for-sale:
 
 
 
 
 
 
Net unrealized holding (losses) gains arising during the period on investment securities available-for-sale
$
(1,474
)
$
310

$
(1,164
)
$
853

$
(290
)
$
563

Reclassification adjustment for net gains on investment securities available-for-sale realized in net income



(9
)
3

(6
)
Total other comprehensive (loss) income
$
(1,474
)
$
310

$
(1,164
)
$
844

$
(287
)
$
557

__________________
(1)
Tax expense/benefit is calculated using a marginal tax rate of 21% and 34% for the three and six months ended June 30, 2018 and 2017, respectively.


Union Bankshares, Inc. Page 21



The following table discloses information concerning reclassification adjustments from OCI for the three and six months ended June 30, 2018 and 2017.
 
Three Months Ended
Six Months Ended
 
Reclassification Adjustment Description
June 30, 2018
June 30, 2017
June 30, 2018
June 30, 2017
Affected Line Item in
Consolidated Statement of Income
 
(Dollars in thousands)
 
Investment securities available-for-sale:
 
 
 
 
Net gains on investment securities available-for-sale
$

$
(9
)
$

$
(9
)
Net gains on sales of investment securities available-for-sale
Tax benefit

3