6.30.11 UNB 10-Q


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, 2011

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 [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)
Smaller reporting company [ X ]

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 August 1, 2011:
 
Common Stock, $2 par value
 
4,457,204 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 (Unaudited)
 
June 30,
2011
December 31,
2010
Assets
(Dollars in thousands)
Cash and due from banks
$
6,007

$
5,447

Federal funds sold and overnight deposits
23,953

8,845

Cash and cash equivalents
29,960

14,292

Interest bearing deposits in banks
15,903

14,041

Investment securities available-for-sale
36,017

23,780

Investment securities held-to-maturity (fair value $3.5 million and
  $502 thousand at June 30, 2011 and December 31, 2010, respectively)
3,500

500

Loans held for sale
3,121

5,611

Loans
400,848

376,272

Allowance for loan losses
(4,060
)
(3,755
)
Net deferred loan costs
210

188

Net loans
396,998

372,705

Accrued interest receivable
1,733

1,560

Premises and equipment, net
8,722

7,842

Core deposit intangible
1,694

—

Goodwill
2,230

—

Other assets
13,677

12,664

Total assets
$
513,555

$
452,995

Liabilities and Stockholders’ Equity
 
 
Liabilities
 
 
Deposits
 
 
Noninterest bearing
$
64,876

$
64,526

Interest bearing
227,919

180,386

Time
140,169

131,748

Total deposits
432,964

376,660

Borrowed funds
32,570

28,986

Accrued interest and other liabilities
6,171

5,624

Total liabilities
471,705

411,270

Commitments and Contingencies


Stockholders’ Equity
 
 
Common stock, $2.00 par value; 7,500,000 shares authorized; 4,923,286 shares
  issued at June 30, 2011 and 4,921,786 shares issued at December 31, 2010
9,847

9,844

Additional-paid-in capital
268

244

Retained earnings
37,454

37,623

Treasury stock at cost; 466,082 shares at June 30, 2011
  and December 31, 2010
(3,823
)
(3,823
)
Accumulated other comprehensive loss
(1,896
)
(2,163
)
Total stockholders' equity
41,850

41,725

Total liabilities and stockholders' equity
$
513,555

$
452,995

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,
 
2011
2010
2011
2010
 
(Dollars in thousands except per share data)
Interest income
 
 
 
 
Interest and fees on loans
$
5,389

$
5,340

$
10,585

$
10,598

Interest on debt securities:
 



Taxable
177

193

320

380

Tax exempt
81

74

154

147

Dividends
1

—

5

—

Interest on federal funds sold and overnight deposits
10

4

16

8

Interest on interest bearing deposits in banks
76

110

152

232

Total interest income
5,734

5,721

11,232

11,365

Interest expense
 



Interest on deposits
712

756

1,385

1,529

Interest on borrowed funds
290

280

578

563

Total interest expense
1,002

1,036

1,963

2,092

    Net interest income
4,732

4,685

9,269

9,273

Provision for loan losses
150

90

300

180

    Net interest income after provision for loan losses
4,582

4,595

8,969

9,093

Noninterest income
 



Trust income
139

108

271

217

Service fees
1,047

1,020

2,053

1,984

Net gains on sales of investment securities available-for-sale
10

—

10

—

Net gains on sales of loans held for sale
339

219

507

267

Other income
112

128

207

172

Total noninterest income
1,647

1,475

3,048

2,640

Noninterest expenses
 



Salaries and wages
1,892

1,592

3,622

3,157

Pension and employee benefits
779

674

1,596

1,434

Occupancy expense, net
261

221

551

476

Equipment expense
267

244

563

492

Branch acquisition expenses
307

—

345

—

Other expenses
1,503

1,338

2,912

2,595

Total noninterest expenses
5,009

4,069

9,589

8,154

        Income before provision for income taxes
1,220

2,001

2,428

3,579

Provision for income taxes
189

475

369

834

        Net income
$
1,031

$
1,526

$
2,059

$
2,745

Earnings per common share
$
0.23

$
0.34

$
0.46

$
0.62

Weighted average number of common shares outstanding
4,457,204

4,460,064

4,456,475

4,460,412

Dividends per common share
$
0.25

$
0.25

$
0.50

$
0.50

 
 
 
 
 

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Six Months Ended June 30, 2011 and 2010 (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)
Balances, December 31, 2010
4,455,704

$
9,844

$
244

$
37,623

$
(3,823
)
$
(2,163
)
$
41,725

Comprehensive income:
 
 
 
 
 
 
 
Net income
—

—

—

2,059

—

—

2,059

    Other comprehensive income,
     net of tax:
 
 
 
 
 
 
 
    Change in net unrealized gain
     on investment securities
     available-for-sale, net of
     reclassification adjustment
     and tax effects
—

—

—

—

—

204

204

    Change in net unrealized loss
     on unfunded defined
     benefit plan liability,
     net of reclassification
     adjustment and tax effects
—

—

—

—

—

63

63

        Total other comprehensive
         income
 
 
 
 
 
267

 
Total comprehensive income
 
 
 
—

—

—

2,326

Issuance of common stock
1,500

3

23

—

—

—

26

Cash dividends declared
 ($0.50 per share)
—

—

—

(2,228
)
—

—

(2,228
)
Stock based compensation
 expense
—

—

1

—

—

—

1

Balances, June 30, 2011
4,457,204

$
9,847

$
268

$
37,454

$
(3,823
)
$
(1,896
)
$
41,850

Balances, December 31, 2009
4,461,208

$
9,844

$
219

$
36,494

$
(3,724
)
$
(1,653
)
$
41,180

Comprehensive income:
 
 
 
 
 
 
 
Net income
—

—

—

2,745

—

—

2,745

    Other comprehensive income,
     net of tax:
 
 
 
 
 
 
 
    Change in net unrealized gain
     on investment securities
     available-for-sale, net of
     reclassification adjustment
     and tax effects
—

—

—

—

—

222

222

    Change in net unrealized loss
     on unfunded defined
     benefit pension plan liability,
     net of reclassification
     adjustment and tax effects
—

—

—

—

—

49

49

        Total other comprehensive
         income
 
 
 
 
 
271

 
Total comprehensive income
 
 
 
 
 
 
3,016

Cash dividends declared
 ($0.50 per share)
—

—

—

(2,231
)
—

—

(2,231
)
Stock based compensation
 expense
—

—

13

—

—

—

13

Purchase of treasury stock
(2,996
)
—

—

—

(54
)
—

(54
)
Balances, June 30, 2010
4,458,212

$
9,844

$
232

$
37,008

$
(3,778
)
$
(1,382
)
$
41,924


See accompanying notes to unaudited interim consolidated financial statements.


Union Bankshares, Inc. Page 3


UNION BANKSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 
Six Months Ended
June 30,
 
2011
2010
 
(Dollars in thousands)
Cash Flows From Operating Activities
 
 
Net income
$
2,059

$
2,745

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

 
Depreciation
337

308

Provision for loan losses
300

180

Deferred income tax provision
413

157

Net amortization of investment securities
25

8

Equity in losses of limited partnerships
237

213

Stock based compensation expense
1

13

Net increase in unamortized loan costs
(22
)
(116
)
Proceeds from sales of loans held for sale
30,929

24,052

Origination of loans held for sale
(27,932
)
(17,074
)
Net gains on sales of loans held for sale
(507
)
(267
)
Net (gains) losses on disposals of premises and equipment
(1
)
6

Net gains on sale of investment securities available-for-sale
(10
)
—

Net gains on sales of repossessed property
(4
)
(2
)
Write-downs of other real estate owned
147

5

Net (gains) losses on sales of other real estate owned
(19
)
3

Decrease in accrued interest receivable
24

102

Amortization of core deposit intangible
14

—

(Increase) decrease in other assets
(1,359
)
1,072

Contribution to defined benefit pension plan
(1,250
)
(154
)
Increase (decrease) in other liabilities
1,100

(70
)
Net cash provided by operating activities
4,482

11,181

Cash Flows From Investing Activities

 
Interest bearing deposits in banks

 
Proceeds from maturities and redemptions
4,008

10,292

Purchases
(5,870
)
(4,276
)
Investment securities held-to-maturity
 
 
Proceeds from maturities, calls and paydowns
500

—

Purchases
(3,500
)
(2,000
)
Investment securities available-for-sale


Proceeds from sales
658

—

Proceeds from maturities, calls and paydowns
1,840

3,363

Purchases
(14,440
)
(2,014
)
Net decrease (increase) in loans
9,380

(14
)
Recoveries of loans charged off
29

33

Purchases of premises and equipment
(698
)
(661
)
Investments in limited partnerships
(919
)
(179
)
Proceeds from sales of other real estate owned
625

321

Proceeds from sales of repossessed property
4

20

Cash acquired, net of cash paid, in branch acquisitions
28,898

—

Net cash provided by investing activities
20,515

4,885

 
 
 

Union Bankshares, Inc. Page 4


Cash Flows From Financing Activities



Repayment of long-term debt
(492
)
(774
)
Net increase (decrease) in short-term borrowings outstanding
4,076

(4,665
)
Net increase (decrease) in noninterest bearing deposits
350

(7,122
)
Net (decrease) increase in interest bearing deposits
(19,482
)
7,507

Net increase (decrease) in time deposits
8,421

(14,879
)
Issuance of common stock
26

—

Purchase of treasury stock
—

(54
)
Dividends paid
(2,228
)
(2,231
)
Net cash used in financing activities
(9,329
)
(22,218
)
Net increase (decrease) in cash and cash equivalents
15,668

(6,152
)
Cash and cash equivalents


Beginning of period
14,292

22,132

End of period
$
29,960

$
15,980

Supplemental Disclosures of Cash Flow Information

 
Interest paid
$
2,118

$
2,312

Income taxes paid
$
650

$
645

Supplemental Schedule of Noncash Investing and Financing Activities

 
Other real estate acquired in settlement of loans
$
—

$
584

Other assets acquired in settlement of loans
$
—

$
18

Loans originated to finance the sale of other real estate owned
$
368

$
320

Investment in limited partnerships acquired by capital contributions payable
$
645

$
—

Assets acquired and liabilities assumed in branch acquisitions (Note 5):

 
Loans and other non-cash assets, excluding goodwill and core deposit intangible
$
34,326

$
—

Deposits and other liabilities
$
67,162

$
—


See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 5
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. (the Company) as of June 30, 2011 and 2010, and for the three and six months then ended, have been prepared in conformity with U.S. generally accepted accounting principles (GAAP) for interim financial information, general practices within the banking industry, and the accounting policies described in the Company’s Annual Report to Shareholders and Annual Report on Form 10-K for the year ended December 31, 2010. In the opinion of 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 2010 Annual Report to Shareholders and 2010 Annual Report on Form 10-K. 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, 2011, or any other interim period.

Certain amounts in the 2010 consolidated financial statements have been reclassified to conform to the 2011 presentation.

Intangible assets, included in the Company's unaudited interim consolidated financial statements, include the excess of the purchase price over the fair value of net assets acquired, goodwill, in the acquisition of three New Hampshire branch offices, as well as a core deposit intangible related to the deposits acquired (see Note 5). The core deposit intangible is amortized on a straight line basis over the estimated average life of the core deposit base of 10 years. The Company evaluates the valuation and amortization of the core deposit intangible asset if events occur that could result in possible impairment. Goodwill is evaluated for impairment at least annually, or more frequently as events or circumstances warrant.

Note 2. Commitments and Contingencies
In the normal course of business, the Company is involved in various legal and other proceedings. In the opinion of management, any liability resulting from such proceedings is not expected to have a material adverse effect on the Company’s consolidated financial condition or results of operations.

Note 3. 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 conversion of available outstanding stock options does not result in material dilution and is not included in the calculation.

Note 4. Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU), Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements, to amend the disclosure requirements and clarify existing requirements related to recurring and nonrecurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. The guidance requires new disclosures regarding transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a rollforward of activities, separately reporting purchases, sales, issuance, and settlements, for assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The new disclosure requirements apply to interim and annual reporting periods beginning after December 15, 2009, except for the new rules regarding purchases, sales, issuances and settlements associated with Level 3 measurements which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Other than requiring additional disclosures, adoption of this accounting standard did not have a material effect on the Company’s consolidated financial statements. See Note 11.

In January 2011, the FASB issued an ASU, Deferral of the Effective Date of Disclosures about Troubled Debt Restructuring, for public-entity creditors to temporarily delay the effective date of the disclosures about troubled debt restructurings to allow time for FASB to complete its deliberations of what constitutes a troubled debt restructuring. The Company adopted the required portions of the accounting standard as of December 31, 2010 with no material impact on the Company's consolidated financial statements. In April 2011, the FASB issued an ASU, A Creditor's

Union Bankshares, Inc. Page 6


Determination of Whether a Restructuring is a Troubled Debt Restructuring, which provides companies new criteria for determining whether a particular loan modification represents a troubled debt restructuring for accounting purposes and it signals when a company should also record an impairment loss associated with the same loan. This new guidance is effective for quarterly and annual reports for periods beginning on or after June 15, 2011. The Company does not anticipate the adoption of the remaining open standard will have a material impact on the Company's consolidated financial statements.

In April 2011, the FASB issued an ASU, Reconsideration of Effective Controls for Repurchase Agreements, to improve the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The update removes the transferor's ability criterion from the consideration of effective control for repurchase or other agreements. The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. Management has reviewed the ASU and does not believe that it will have a material effect on the Company's consolidated financial statements.

In May 2011, the FASB issued an ASU, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs). The amendments in this update explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments in this ASU are to be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. Early application is not permitted. Management is currently reviewing the ASU but does not believe that it will have a material effect on the Company's consolidated financial statements.

In June 2011, the FASB issued an ASU, Presentation of Comprehensive Income, to improve the comparability, consistency and transparency of financial reporting,to increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. GAAP and IFRSs. The ASU eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity and requires that all nonowner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both formats, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statements where the components of net income and other comprehensive income are presented. The amendments in the ASU are to be applied retrospectively and are effective for annual and interim periods beginning after December 15, 2011. Early adoption is permitted and management is currently reviewing the ASU to determine which of the two remaining formats will be used in the Company's future consolidated financial statements.

Note 5. Branch Acquisitions
On March 17, 2011, Union Bank ("Union") and Northway Bank ("Northway"), wholly-owned bank subsidiaries of the Company and Northway Financial, Inc., respectively, entered into a Purchase and Assumption Agreement relating to three New Hampshire branch offices of Northway. The branch acquisitions received all required regulatory approvals and was completed on May 27, 2011. In the transaction, Union assumed deposit relationships, and acquired performing loans, branch cash, two banking facilities, and other assets as illustrated below. As provided in the agreement, Union paid a 6% premium on assumed deposits, loans were acquired at par, and the banking facilities were purchased at the most recent tax assessed value. The acquisition allows Union to expand its New Hampshire community banking franchise in western Coos County and to extend into northern Grafton County. The transaction was accounted for as a business combination.

Union Bankshares, Inc. Page 7


The May 27, 2011 acquisition-date estimated fair values of assets acquired and liabilities assumed were as follows:

Assets:
(Dollars in thousands)
Cash
$
28,898

Loans
33,612

Bank premises and equipment
517

Accrued interest receivable
197

Identified intangible asset
1,708

Goodwill
2,230

Liabilities:
 
Deposits
(67,015
)
Accrued interest and other liabilities
(147
)

The purchase premium of $4.2 million was allocated to assets acquired and liabilities assumed based on estimates of fair value at the date of acquisition. The fair value of the deposit accounts assumed was compared to the carrying amounts received and the difference of $1.7 million was recorded as core deposit intangible. The excess of the purchase premium over the fair value of the assets acquired, liabilities assumed, and the amount allocated for core deposit intangible was recorded as goodwill.

The loans acquired were recorded at fair value at the time of acquisition. The fair value of the loans acquired resulted in a loan premium of $545 thousand which is included in the loan balances above, less a non-accretable credit risk component of $325 thousand. The loan premium will be amortized as an adjustment to the related loan yield over the estimated average life of the loans.

Acquisition expenses incurred by the Company were approximately $307 thousand for the three months ended June 30, 2011 and $345 thousand for the six months ended June 30, 2011. These expenses are included on the consolidated statements of income under the caption "Branch acquisition expenses." Management believes that substantially all of the acquisition expenses have been incurred as of June 30, 2011 and any additional expenses will not be material to the Company's results of operations.

The Company recorded goodwill of $2.2 million. The goodwill is not amortizable but is subject to impairment analysis at least annually. Goodwill is deductible for tax purposes.

The Company has not yet finalized its determination of the fair values of certain acquired assets and liabilities and will adjust goodwill, if necessary, upon completion of the process.

The acquired identified intangible asset is the core deposit intangible which is subject to amortization over the estimated 10 year average life of the core deposit base. The amortization expense is included in other noninterest expense on the statement of income and is deductible for tax purposes.

Amortization expense for the core deposit intangible from the acquisition date to June 30, 2011 was $14 thousand. As of June 30, 2011, the remaining amortization expense related to the core deposit intangible, absent any future impairment, is expected to be as follows:

 
(Dollars in thousands)
2011
$
85

2012
171

2013
171

2014
171

2015
171

Thereafter
925

Total
$
1,694


Union Bankshares, Inc. Page 8



Management will evaluate goodwill for impairment annually and the core deposit intangible for impairment if conditions warrant.

The amounts of revenue and expenses related to the acquired branches since the acquisition date are included in the unaudited interim consolidated statement of income of the Company for the three and six month periods ended June 30, 2011 as follows:
 
For The Three Months Ended June 30, 2011
For The Six Months Ended June 30, 2011
 
(Dollars in thousands)
Interest and fees on loans
$
167

$
167

Interest on deposits and borrowed funds
53

53

    Net interest income
114

114

Provision for loan losses
—

—

    Net interest income after provision for loan losses
114

114

Noninterest income
17

17

Noninterest expenses
314

352

        Loss before income tax benefit
$
(183
)
$
(221
)
Income tax benefit
(62
)
(75
)
        Net loss
$
(121
)
$
(146
)

Disclosure of the proforma revenue and earnings of the combined entity for the current and prior reporting periods as though the acquisition had occurred at the beginning of the prior annual reporting period is not considered practicable. Retrospective application to January 1, 2011 and January 1, 2010 requires assumptions about management's intent in prior periods that cannot be independently substantiated. It is impossible to objectively distinguish information about significant estimates of amounts that provide evidence of circumstances that existed on the dates at which those amounts would be recognized, measured, or disclosed under retrospective application and would have been available when the financial statements for that prior period were issued. The Company is unable to obtain certain information from the seller regarding transfer of deposits among branches and deposit activity since January 1, 2010. It is impracticable to estimate historical information.

Note 6. Investment Securities
Investment securities as of the balance sheet dates consisted of the following:

June 30, 2011
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 
(Dollars in thousands)
Available-for-sale
 
 
 
 
Debt securities:
 
 
 
 
U.S. Government-sponsored enterprises
$
15,322

$
36

$
(101
)
$
15,257

Mortgage-backed
3,243

68

(4
)
3,307

State and political subdivisions
11,075

323

(88
)
11,310

Corporate
4,989

339

—

5,328

Total debt securities
34,629

766

(193
)
35,202

Marketable equity securities
697

8

(7
)
698

Mutual funds
117

—

—

117

Total
$
35,443

$
774

$
(200
)
$
36,017

Held-to-maturity
 
 
 
 
U.S. Government-sponsored enterprises
$
3,500

$
8

$
(14
)
$
3,494


Union Bankshares, Inc. Page 9



December 31, 2010
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
 
(Dollars in thousands)
Available-for-sale
 
 
 
 
Debt securities:
 
 
 
 
U.S. Government-sponsored enterprises
$
4,521

$
1

$
(63
)
$
4,459

Mortgage-backed
4,735

87

(11
)
4,811

State and political subdivisions
9,373

175

(155
)
9,393

Corporate
4,737

274

(39
)
4,972

Total debt securities
23,366

537

(268
)
23,635

Marketable equity securities
50

1

(6
)
45

Mutual funds
100

—

—

100

Total
$
23,516

$
538

$
(274
)
$
23,780

Held-to-maturity
 
 
 
 
U.S. Government-sponsored enterprises
$
500

$
2

$
—

$
502


Proceeds from the sale of securities available-for-sale were $658 thousand for the three and six months ended June 30, 2011. Gross realized gains from the sale of securities available-for-sale were $11 thousand and gross realized losses were $1 thousand for the three and six months ended June 30, 2011 There were no sales of securities available-for-sale for the six months ended June 30, 2010. The specific identification method is used to determine realized gains and losses on sales of available-for-sale securities.

The amortized cost and estimated fair value of debt securities by contractual scheduled maturity as of June 30, 2011 were as follows:
 
Amortized
Cost
Fair
Value
 
(Dollars in thousands)
Available-for-sale
 
 
Due in one year or less
$
1,253

$
1,277

Due from one to five years
12,603

12,790

Due from five to ten years
9,676

9,929

Due after ten years
7,854

7,899

 
31,386

31,895

Mortgage-backed securities
3,243

3,307

Total debt securities available-for-sale
$
34,629

$
35,202

Held-to-maturity
 
 
Due from one to five years
$
1,500

$
1,508

Due from five to ten years
1,500

1,486

Due after ten years
500

500

Total debt securities held-to-maturity
$
3,500

$
3,494


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


Union Bankshares, Inc. Page 10


Information pertaining to 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, 2011
Less Than 12 Months
Over 12 Months
Total
 
Fair
Value
Gross
Unrealized
Loss
Fair
Value
Gross
Unrealized
Loss
Fair
Value
Gross
Unrealized
Loss
 
(Dollars in thousands)
Debt securities:
 
 
 
 
 
 
U.S. Government-sponsored
  enterprises
$
9,406

$
(115
)
$
—

$
—

$
9,406

$
(115
)
Mortgage-backed
400

(4
)
—

—

400

(4
)
State and political subdivisions
3,510

(88
)
—

—

3,510

(88
)
Total debt securities
13,316

(207
)
—

—

13,316

(207
)
Marketable equity securities
228

(2
)
9

(5
)
237

(7
)
Total
$
13,544

$
(209
)
$
9

$
(5
)
$
13,553

$
(214
)
December 31, 2010
Less Than 12 Months
Over 12 Months
Total
 
Fair
Value
Gross
Unrealized
Loss
Fair
Value
Gross
Unrealized
Loss
Fair
Value
Gross
Unrealized
Loss
 
(Dollars in thousands)
Debt securities:
 
 
 
 
 
 
U.S. Government-sponsored
  enterprises
$
3,937

$
(63
)
$
—

$
—

$
3,937

$
(63
)
Mortgage-backed
862

(11
)
—

—

862

(11
)
State and political subdivisions
4,314

(155
)
—

—

4,314

(155
)
Corporate
202

(39
)
—

—

202

(39
)
Total debt securities
9,315

(268
)
—

—

9,315

(268
)
Marketable equity securities
—

—

8

(6
)
8

(6
)
Total
$
9,315

$
(268
)
$
8

$
(6
)
$
9,323

$
(274
)

The Company evaluates all investment securities on a quarterly basis, and more frequently when economic conditions warrant, to determine if an other-than-temporary impairment exists. A debt 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 other-than-temporary.

An unrealized loss on a debt security is generally deemed to be other-than temporary 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 an other-than-temporary impairment write-down is recorded, net of tax effect, through net income as a component of net other-than-temporary impairment losses in the consolidated statement of income, while the remaining portion of the impairment loss is recognized in other comprehensive income (loss), 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 an other-than-temporary impairment exists and the period over which the debt 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;

Union Bankshares, Inc. Page 11


•
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.

At June 30, 2011, held-to-maturity and available-for-sale securities, consisting of eighteen U.S. Government-sponsored enterprises, one agency collateralized mortgage obligation, two taxable municipal securities, eight tax-exempt municipal securities and seven marketable equity securities had aggregate unrealized losses of $214 thousand. Only one marketable equity security has had an unrealized loss of greater than twelve months and the Company has the ability to hold such security for the foreseeable future. No declines were deemed by management to be other-than-temporary at June 30, 2011.

Investment securities with a carrying amount of $6.6 million and $1.5 million at June 30, 2011 and December 31, 2010, respectively, were pledged as collateral for public deposits and for other purposes as required or permitted by law.


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 allowance for loan losses, 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 accrual of interest is 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. Normally, any unpaid interest previously accrued on those loans is reversed against 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 placed back in 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.

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 loans acquired in the May 27, 2011 branch acquisition (see Note 5) were recorded at fair value at the time of acquisition. The net carrying amount of the acquired loans included in the June 30, 2011 loan balances below totaled $33.0 million. The fair value adjustment will be amortized as an adjustment to the related loan yield over the estimated average life of the loans.


Union Bankshares, Inc. Page 12


The composition of Net loans as of the balance sheet dates was as follows:
 
June 30,
2011
December 31,
2010
 
(Dollars in thousands)
Residential real estate
$
145,109

$
132,533

Construction real estate
21,796

18,578

Commercial real estate
185,091

167,056

Commercial
23,511

20,604

Consumer
6,210

6,046

Municipal loans
19,131

31,455

    Gross loans
400,848

376,272

Allowance for loan losses
(4,060
)
(3,755
)
Net deferred loan costs
210

188

    Net loans
$
396,998

$
372,705


Residential real estate loans aggregating $3.0 million and $9.6 million at June 30, 2011 and December 31, 2010, respectively, were pledged as collateral on deposits of municipalities. Qualified first mortgages held by Union may also be pledged as collateral for borrowings from the Federal Home Loan Bank (FHLB) of Boston under a blanket lien.

A summary of current, past due and nonaccrual loans as of the balance sheet dates follows:
June 30, 2011
Current
30-89 Days
Over 90 Days and accruing
Nonaccrual
Total
 
(Dollars in thousands)
Residential real estate
$
139,309

$
2,083

$
1,108

$
2,609

$
145,109

Construction real estate
21,462

197

90

47

21,796

Commercial real estate
181,711

1,108

1,112

1,160

185,091

Commercial
22,972

366

43

130

23,511

Consumer
6,068

60

19

63

6,210

Municipal
19,131

—

—

—

19,131

Total
$
390,653

$
3,814

$
2,372

$
4,009

$
400,848


December 31, 2010
Current
30-89 Days
Over 90 Days and accruing
Nonaccrual
Total
 
(Dollars in thousands)
Residential real estate
$
123,573

$
6,446

$
587

$
1,927

$
132,533

Construction real estate
18,369

116

45

48

18,578

Commercial real estate
163,524

2,729

173

630

167,056

Commercial
20,295

161

—

148

20,604

Consumer
5,953

53

1

39

6,046

Municipal
31,455

—

—

—

31,455

Total
$
363,169

$
9,505

$
806

$
2,792

$
376,272


Aggregate interest on nonaccrual loans not recognized was $802 thousand and $719 thousand as of June 30, 2011 and 2010, respectively, and $677 thousand as of December 31, 2010.

Note 8.  Allowance for Loan Losses and Credit Quality

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

Union Bankshares, Inc. Page 13


allowance.

The allowance for loan losses 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 allowance 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. While management uses available information to recognize losses on loans, future additions to the allowance for loan losses 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 allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination, which may not be currently available to management.

The allowance consists of specific, general and unallocated components. The specific component relates to the loans that are classified as either monitor, substandard or special mention. For such loans, the level of allowance allocable to those loans is determined through estimating probable loss for each individual credit based on its specific risk attributes. Loans are also 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 troubled debt restructuring 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. Troubled debt restructuring may include the transfer of assets to the Company in partial satisfaction of a troubled loan, a modification of a loan's terms, or a combination of both. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer, residential 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. A specific reserve amount is allocated to the allowance for individual loans that have been classified as impaired 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 general component represents the level of allowance allocable to each loan portfolio category with similar risk characteristics and is determined based on historical loss experience, adjusted for qualitative factors. Qualitative factors considered include underwriting, economic and market conditions, portfolio composition, collateral values, delinquencies, lender experience and legal issues. An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the allowance 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 Allowance for loan losses is general in nature and is available to absorb losses from any loan type.

As described in Note 5, the $33.6 million of loans purchased in the branch acquisitions on May 27, 2011 were recorded at their estimated fair value as of such date, and consequently, there was no related adjustment to the allowance for loan losses with respect to the acquired loans at June 30, 2011.


Union Bankshares, Inc. Page 14


Changes in the Allowance for loan losses for the three and six months ended June 30, 2011 were as follows:

For The Three Months Ended June 30, 2011
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer, Municipal and Unallocated
Total
 
(Dollars in thousands)
Balance, March 31, 2011
$
1,160

$
240

$
2,136

$
264

$
108

$
3,908

Provision for loan losses
(24
)
55

102

23

(6
)
150

Recoveries of amounts
  charged off
—

—

—

2

7

9

 
1,136

295

2,238

289

109

4,067

Amounts charged off
(1
)
—

—

—

(6
)
(7
)
Balance, June 30, 2011
$
1,135

$
295

$
2,238

$
289

$
103

$
4,060



For The Six Months Ended June 30, 2011
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer, Municipal and Unallocated
Total
 
(Dollars in thousands)
Balance, December 31, 2010
$
1,033

$
240

$
2,117

$
250

$
115

$
3,755

Provision for loan losses
110

55

121

34

(20
)
300

Recoveries of amounts
  charged off
1

—

—

5

22

28

 
1,144

295

2,238

289

117

4,083

Amounts charged off
(9
)
—

—

—

(14
)
(23
)
Balance, June 30, 2011
$
1,135

$
295

$
2,238

$
289

$
103

$
4,060




Changes in the Allowance for loan losses for the three and six months ended June 30, 2010 were summarized as follows:
 
For the Three Months Ended June 30, 2010
For The Six Months Ended June 30, 2010
 
(Dollars in thousands)
Balance at beginning of period
$
3,455

$
3,493

    Provision for loan losses
90

180

    Recoveries of amounts charged off
15

33

 
3,560

3,706

    Amounts charged off
(49
)
(195
)
Balance, June 30, 2010
$
3,511

$
3,511



Union Bankshares, Inc. Page 15


The allocation of the Allowance for loan losses, summarized on the basis of the Company's impairment methodology, as of the balance sheet dates was as follows:
June 30, 2011
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer, Municipal and Unallocated
Total
 
(Dollars in thousands)
Individually evaluated
   for impairment
$
255

$
17

$
380

$
44

$
24

$
720

Collectively evaluated
   for impairment
880

278

1,858

245

79

3,340

Total allocated
$
1,135

$
295

$
2,238

$
289

$
103

$
4,060


December 31, 2010
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer, Municipal and Unallocated
Total
 
(Dollars in thousands)
Individually evaluated
   for impairment
$
199

$
12

$
295

$
39

$
20

$
565

Collectively evaluated
   for impairment
834

228

1,822

211

95

3,190

Total allocated
$
1,033

$
240

$
2,117

$
250

$
115

$
3,755


The recorded investment in loans, summarized on the basis of the Company's impairment methodology, as of the balance sheet dates was as follows:
June 30, 2011
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Total
 
(Dollars in thousands)
Individually evaluated
   for impairment
$
2,244

$
95

$
5,490

$
142

$
57

$
—

$
8,028

Collectively evaluated
   for impairment
128,090

21,691

163,770

22,141

5,585

18,494

359,771

 
130,334

21,786

169,260

22,283

5,642

18,494

367,799

Acquired Loans
14,775

10

15,831

1,228

568

637

33,049

Total
$
145,109

$
21,796

$
185,091

$
23,511

$
6,210

$
19,131

$
400,848


December 31, 2010
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Total
 
(Dollars in thousands)
Individually evaluated
   for impairment
$
1,789

$
48

$
5,224

$
146

$
30

$
—

$
7,237

Collectively evaluated
   for impairment
130,744

18,530

161,832

20,458

6,016

31,455

369,035

Total
$
132,533

$
18,578

$
167,056

$
20,604

$
6,046

$
31,455

$
376,272



Union Bankshares, Inc. Page 16


The following tables summarize the loan ratings applied to the Company's loan types as of the balance sheet dates:
June 30, 2011
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Total
 
(Dollars in thousands)
Pass
$
124,289

$
20,957

$
141,822

$
16,080

$
5,568

$
18,494

$
327,210

Satisfactory/Monitor
3,801

734

21,948

6,061

17

—

32,561

Monitor
163

—

1,751

—

—

—

1,914

Substandard
2,081

95

3,739

142

57

—

6,114

 
130,334

21,786

169,260

22,283

5,642

18,494

367,799

Acquired Loans
14,775

10

15,831

1,228

568

637

33,049

Total
$
145,109

$
21,796

$
185,091

$
23,511

$
6,210

$
19,131

$
400,848


December 31, 2010
Residential Real Estate
Construction Real Estate
Commercial Real Estate
Commercial
Consumer
Municipal
Total
 
(Dollars in thousands)
Pass
$
128,646

$
17,999

$
142,530

$
19,640

$
5,991

$
31,455

$
346,261

Satisfactory/Monitor
2,098

531

19,302

818

25

—

22,774

Monitor
267

—

1,873

—

—

—

2,140

Substandard
1,522

48

3,351

146

30

—

5,097

Total
$
132,533

$
18,578

$
167,056

$
20,604

$
6,046

$
31,455

$
376,272


Acquired loans are risk rated, as appropriate, according to the Company's loan rating system, but such ratings are not a determining factor in the establishment of the allowance for loan losses. Rather, acquired loans are initially recorded at fair value, determined based upon an estimate of the amount and timing of both principal and interest cash flows expected to be collected and discounted using a market interest rate, which includes an estimate of future credit losses expected to be incurred over the life of the portfolio. The primary credit quality indicator for acquired loans is whether there has been a decrease in expected cash flows. Monitoring of this portfolio is ongoing to determine if there is evidence of deterioration in credit quality since acquisition. At June 30, 2011, there was no allowance for loan losses for acquired loans.

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 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 loans with marginal credit risk, defined as borrowers that while creditworthy, exhibit some characteristics which require special attention by the account officer.

4 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.

M Rating - Monitor

Loans in this category reflect an increased credit risk. Loans in this category do not presently expose the Bank to a sufficient degree of risk to warrant adverse classification but do possess credit deficiencies deserving management's close attention. These credits are maintained on the watch list.

5-8 Rating - Substandard

Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt. The loan may be inadequately

Union Bankshares, Inc. Page 17


protected by the net worth and paying capacity of the obligor and/or the underlying collateral is inadequate.

The following table provides information with respect to impaired loans as of and for the three and six months ended June 30, 2011:
 
As Of June 30, 2011
For The Three Months Ended June 30, 2011
For The Six Months Ended June 30, 2011
 
Recorded Investment
Principal Balance
Related Allowance
Average Recorded Investment
Interest Income Recognized
Average Recorded Investment
Interest Income Recognized
 
(Dollars in thousands)
With an allowance recorded:
 
 
 
 
 
 
 
Residential real estate
$
433

$
498

$
72

 
 
 
 
Commercial real estate
259

278

59

 
 
 
 
 
692

776

131

 
 
 
 
With no allowance recorded:
 
 
 
 
 
 
 
Commercial real estate
2,030

2,194

—

 
 
 
 
 
 
 
 
 
 
 
 
Total:
 
 
 
 
 
 
 
Residential real estate
433

498

72

$
365

$
4

$
343

$
4

Commercial real estate
2,289

2,472

59

2,297

21

2,267

42

Total
$
2,722

$
2,970

$
131

$
2,662

$
25

$
2,610

$
46


The following table provides information with respect to impaired loans as of December 31, 2010:

 
December 31, 2010
 
 
 
Recorded Investment
Principal Balance
Related Allowance
 
 
 
(Dollars in thousands)
 
 
With an allowance recorded:
 
 
 
 
 
Residential real estate
$
301

$
356

$
43

 
 
Commercial real estate
1,970

1,974

40

 
 
 
2,271

2,330

83

 
 
With no allowance recorded:
 
 
 
 
 
Commercial real estate
236

399

—

 
 
 
 
 
 
 
 
Total:
 
 
 
 
 
Residential real estate
301

356

43

 
 
Commercial real estate
2,206

2,373

40

 
 
Total
$
2,507

$
2,729

$
83

 
 

At June 30, 2011 and December 31, 2010, the Company was not committed to lend any additional funds to borrowers whose loans were nonperforming, impaired or restructured.



Union Bankshares, Inc. Page 18


Note 9. Defined Benefit Pension Plan
Union Bank, the Company’s sole subsidiary, sponsors a noncontributory defined benefit pension plan covering all eligible employees. The plan provides defined benefits based on years of service and final average salary.

Net periodic pension benefit cost for the three and six months ended June 30 consisted of the following components:
 
Three Months Ended
June 30,
Six Months Ended
June 30,
 
2011
2010
2011
2010
 
(Dollars in thousands)
Service cost
$
170

$
136

$
340

$
289

Interest cost on projected benefit obligation
209

190

418

386

Expected return on plan assets
(219
)
(178
)
(438
)
(365
)
Amortization of prior service cost
2

1

4

3

Amortization of net loss
46

27

92

71

Net periodic benefit cost
$
208

$
176

$
416

$
384


Note 10. 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 available-for-sale that are not other than temporarily impaired, are not reflected in the statement of income. The cumulative effect of such items is reflected as a separate component of the equity section of the balance sheet (accumulated other comprehensive income or loss). Other comprehensive income or loss, along with net income, comprises the Company's total comprehensive income or loss. As of the balance sheet dates, the components of accumulated other comprehensive loss, net of tax, were:
 
June 30,
2011
December 31,
2010
 
(Dollars in thousands)
Net unrealized gain on investment securities available-for-sale
$
379

$
174

Defined benefit pension plan:
 
 
Net unrealized actuarial loss
(2,266
)
(2,327
)
Net unrealized prior service cost
(9
)
(10
)
Total
$
(1,896
)
$
(2,163
)


Union Bankshares, Inc. Page 19


The following comprised total comprehensive income for the three and six months ended June 30:
 
Three Months Ended
Six Months Ended
 
2011
2010
2011
2010
 
(Dollars in thousands)
Net income
$
1,031

$
1,526

$
2,059

$
2,745

Investment securities available-for-sale:
 
 

 
Net unrealized holding gains arising during the period on investment securities available-for-sale, net of tax
126

114

211

222

Reclassification adjustment for net gains on investment
  securities available-for-sale realized in net income, net
  of tax
(7
)
—

(7
)
—

        Total
119

114

204

222

Defined benefit pension plan:
 
 

 
Reclassification adjustment for amortization of net
  actuarial loss realized in net income, net of tax
31

20

62

47

Reclassification adjustment for amortization of prior
  service cost realized in net income, net of tax
1

1

1

2

Total
32

21

63

49

Total other comprehensive income
151

135

267

271

Total comprehensive income
$
1,182

$
1,661

$
2,326

$
3,016


Note 11. Fair Value Measurements and Disclosures
The Company utilizes FASB Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, 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 financial assets that are measured on a recurring basis at estimated fair value:

Investment securities available-for-sale: Certain corporate debt securities, marketable equity securities and mutual funds 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 investment securities available-for-sale have been valued utilizing level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows.


Union Bankshares, Inc. Page 20


Assets measured at fair value on a recurring basis at June 30, 2011 and December 31, 2010, segregated by fair value hierarchy level, are summarized below:

 
Fair Value Measurements
 
Fair
Value
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
 
(Dollars in thousands)
June 30, 2011:
 
 
 
 
Investment securities available-for-sale
 
 
 
 
Debt securities:
 
 
 
 
U.S. Government-sponsored enterprises
$
15,257

$
—

$
15,257

$
—

Mortgage-backed
3,307

—

3,307

—

State and political subdivisions
11,310

—

11,310

—

Corporate
5,328

3,738

1,590

—

Total debt securities
35,202

3,738

31,464

—

Marketable equity securities
698

698

—

—

Mutual funds
117

117

—

—

Total
$
36,017

$
4,553

$
31,464

$
—

 
 
 
 
 
December 31, 2010:
 
 
 
 
Investment securities available-for-sale
 
 
 
 
Debt securities:
 
 
 
 
U.S. Government-sponsored enterprises
$
4,459

$
—

$
4,459

$
—

Mortgage-backed
4,811

—

4,811

—

State and political subdivisions
9,393

—

9,393

—

Corporate
4,972

2,105

2,867

—

Total debt securities
23,635

2,105

21,530

—

Marketable equity securities
45

45

—

—

Mutual funds
100

100

—

—

Total
$
23,780

$
2,250

$
21,530

$
—


There were no significant transfers in or out of Levels 1 and 2 for the six months ended June 30, 2011. 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 impaired loans and other real estate owned, were not significant at June 30, 2011 or December 31, 2010. The Company has not elected to apply the fair value method to any financial assets or liabilities other than those situations where other accounting pronouncements require fair value measurements.

FASB ASC Topic 825, Financial Instruments, requires disclosure of the estimated fair value of financial instruments. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Management’s estimates and assumptions are inherently subjective and involve uncertainties and matters of significant judgment. Changes in assumptions could dramatically affect the estimated fair values.

Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Certain financial

Union Bankshares, Inc. Page 21


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.

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Cash and cash equivalents: The carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets' fair values.

Interest bearing deposits in banks: Fair values for interest bearing deposits in banks are based on discounted present values of cash flows.

Investment securities: Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair value measurements consider observable data which 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.

Loans and loans held for sale: Fair values of loans are estimated for portfolios of loans with similar financial characteristics and segregated by loan type. For variable-rate loan categories that reprice frequently and with no significant change in credit risk, fair values are based on carrying amounts. The fair values for other loans (for example, fixed-rate residential, commercial real estate, and rental property mortgage loans, and commercial and industrial loans) are estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future cash flows, future expected loss experience and risk characteristics. Purchased loans acquired in the branch acquisitions described in Note 5 were recorded at their estimated fair values on the date of acquisition (May 27, 2011). The carrying amounts reported in the balance sheet for loans that are held for sale approximate their estimated fair values. Fair values for impaired loans are estimated using discounted cash flow analysis or underlying collateral values, where applicable.

Accrued interest receivable and payable: The carrying amounts of accrued interest approximate their fair values.

Federal Home Loan Bank (FHLB) of Boston stock: The carrying amount approximates its fair value.

Deposits: The fair values disclosed for demand deposits or nonmaturity deposits (for example, checking and savings accounts) are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The carrying amounts of variable-rate time deposits approximate their estimated fair values at the reporting date. The fair values for fixed-rate time deposits that reprice frequently are estimated using a discounted cash flow calculation that applies interest rates currently being offered on time deposits to a schedule of aggregated contractual maturities on such time deposits.

Borrowed funds: The fair values of the Company’s long-term debt are estimated using discounted cash flow analysis based on interest rates currently being offered on similar debt instruments. The fair values of the Company’s short-term debt approximate the carrying amounts reported in the balance sheet.

Off-balance-sheet financial instruments: Fair values for off-balance-sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The only commitments to extend credit that are normally longer than one year in duration are the Home Equity Lines whose interest rates are variable quarterly. The only fees collected for commitments are an annual fee on credit card arrangements and often a flat fee on commercial lines of credit and standby letters of credit. The fair value of off-balance-sheet financial instruments is not significant.


Union Bankshares, Inc. Page 22


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

 
June 30, 2011
December 31, 2010
 
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
Financial assets
(Dollars in thousands)
Cash and cash equivalents
$
29,960

$
29,960

$
14,292

$
14,292

Interest bearing deposits in banks
15,903

16,097

14,041

14,292

Investment securities
39,517

39,511

24,280

24,282

Loans and loans held for sale, net
400,119

399,721

378,316

373,718

Accrued interest receivable
1,733

1,733

1,560

1,560

FHLB of Boston stock
1,922

1,922

1,922

1,922

Financial liabilities
 
 
 
 
Deposits
$
432,964

$
433,710

$
376,660

$
376,729

Borrowed funds
32,570

36,171

28,986

30,780

Accrued interest payable
233

233

389

389


The carrying amounts in the preceding table are included in the balance sheet under the applicable captions.

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 U.S. GAAP. Events occurring subsequent to June 30, 2011 have been evaluated as to their potential impact to the consolidated financial statements.

On July 20, 2011, Union Bankshares, Inc. declared a $0.25 per share regular quarterly cash dividend payable August 11, 2011, to stockholders of record on July 30, 2011.

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 by management focuses on those factors that, in management's view, had a material effect on the financial position of Union Bankshares, Inc. (the Company) as of June 30, 2011 and December 31, 2010, and its results of operations for the three and six months ended June 30, 2011 and 2010. 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 Annual Report on Form 10-K for the year ended December 31, 2010. In the opinion of the Company's management, the interim unaudited data reflects 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 June 30, 2011 which would materially affect the information presented.


Union Bankshares, Inc. Page 23


CAUTIONARY ADVICE ABOUT FORWARD LOOKING STATEMENTS

The Company 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 Securities and Exchange Commission (SEC), in its reports to stockholders, including this quarterly report, in press releases, other written materials, and in statements made by senior management to analysts, rating agencies, institutional investors, representatives of the media and others.

Forward-looking statements reflect management's current expectations and are subject to uncertainties, both general and specific, and risk exists that actual results will differ from those predictions, forecasts, projections and other estimates contained in forward-looking statements. These risks cannot be readily quantified. When management uses any of the words “believes,” “expects,” “anticipates,” “intends,” "projects," “plans,” “seeks,” “estimates,” "targets," "goals," “may,” “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. This could cause results or performance to differ materially from those expressed in forward-looking statements. Some of the more likely factors that might affect forward-looking statements in this report on Form 10-Q include the following:

•
loans and investments may be called or prepaid prior to their contractual maturity or become other than temporarily impaired;
•
future cash requirements might be higher than anticipated due to loan commitments or unused lines of credit being drawn upon or depositors withdrawing their funds at higher volumes or in different time frames than anticipated based on historical patterns and contractual terms;
•
loans and deposits acquired with the acquisition of three branches on May 27, 2011 could perform differently than management anticipates in its forecasts;
•
assumptions made regarding interest rate movement and sensitivity could vary substantially if actual experience differs from historical experience, which could adversely affect the Company's results of operations;
•
further expansion of fair value accounting as proposed by the Financial Accounting Standards Board (FASB) which could result in, among other things, volatility in reported asset values and earnings;
•
uncontrollable increases in the cost of doing business, such as increased costs of Federal Deposit Insurance Corporation (FDIC) insurance or higher taxes, assessments, compliance or audit expense imposed by regulatory or legislative bodies;
•
regulatory limitations placed on income producing methods including the limiting of debit and credit card interchange fees, limiting the assessment of overdraft fees and restricting of asset sales;
•
the failure of actuarial, investment, work force, salary and other assumptions underlying the establishment of reserves for future pension costs or changes in legislative or regulatory requirements affecting such costs;
•
disruptions in U.S. and global financial and credit markets, including the downgrading of U.S. and U.S. Government sponsored debt by one or more credit rating agency;
•
ability of financial institutions to offer interest bearing transaction accounts to all customers as of July 21, 2011 and the resulting competitive pressures and their impact on the cost of deposits;
•
further modification of FDIC deposit insurance providing unlimited insurance coverage for two years beginning January 1, 2011 for noninterest bearing transaction accounts and IOLTA accounts;
•
changes to the Company's and/ or the financial market operations resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act or the Act);
•
adverse changes in the local real estate market, which negatively impact collateral values and the Company's ability to recoup loan losses through disposition of real estate collateral;
•
changes in monetary, regulatory or tax policy that could affect consumer behavior;
•
continuing economic instability, including high unemployment rates, higher taxation, governmental budget issues and resolution of entitlement programs;
•
changes in state foreclosure policies or procedures, which may result in delays in lien enforcement and additional cost; and
•
the effect of federal and state health care reform efforts, including the federal Patient Protection and Affordable Care Act and Vermont's recently enacted single-payer universal health care law.

When evaluating forward-looking statements to make decisions with respect to the Company, investors and others are cautioned to consider these and other risks and uncertainties, including the events and circumstances discussed under “Recent Developments” below, and are reminded not to place undue reliance on such statements and should

Union Bankshares, Inc. Page 24


not consider any such 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.

RECENT DEVELOPMENTS

On May 27, 2011, Union Bank (Union), the Company's subsidiary, completed the acquisition of three New Hampshire branch offices of Northway Bank. The assets acquired and liabilities assumed in the transaction are discussed throughout management's discussion and analysis.

Economic data continues to suggest a slow but positive trend towards economic recovery in our market. Vermont and New Hampshire's unemployment rates have continued to drop throughout late 2010 and into 2011 to 5.5% and 4.9%, respectively, as of June 30, 2011. These rates compare favorably with the national unemployment rate of 9.2% for the same period. Interest rates remain near historic lows, which has allowed many consumers and commercial customers to reduce their monthly debt payments by refinancing their loans. Inflation appears controlled but recent global unrest, the related rise in the price of oil, the weak dollar and now an increase in grocery prices may cause an inflationary spiral. Many financial institutions who accepted government support have repaid those funds and the U.S. financial markets appear to be operating more independently now. The stock market had seen some growth during the first half of 2011 but has experienced some volatility recently which has erased the prior growth and may cause consumers to be concerned.

Vermont and New Hampshire continue to have some of the lowest residential foreclosure rates in the country. Also, as northern New England had not experienced the dramatic run up in housing prices, likewise, we have not seen the values drop as far as other parts of the country.

In response to the earlier financial crisis affecting the banking and financial markets, the resulting recession and the changing political environment, many new laws, regulations and programs have been adopted or proposed. We will not attempt to discuss them all within this quarterly report but will update the ones that have been issued or modified since our annual report and which may have a financial impact on the Company.

The following positive developments will/may impact the Company in the future:

•
The second quarter 2011 change in the FDIC insurance assessment base from total deposits to net assets has and will continue to reduce the Company's future assessment costs and put community banks, which generally rely more heavily on deposits as a funding source, on a more level playing field with national and regional financial institutions.
•
The decision in February 2011 to waive the 90 day recourse period upon the sale of Small Business Administration (SBA) loans to the secondary market makes that a more attractive alternative for community banks and the continuing development of loan programs for small business customers is always a benefit to a community bank.
•
The FASB, citing outreach activities in which "almost all" constituents believe that amortized cost is significantly more relevant for purposes of measuring most loans, agreed to consider amortized cost as a primary attribute (in addition to fair value) for measuring financial instruments. Therefore loans and debt securities that are held as part of the "customer financing activities of a bank" may continue to be recorded at amortized cost, which will reduce future volatility in a company's financial statements while providing its readers with the most current information.
•
Starting July 21, 2011, banks were permitted to pay interest on business checking accounts. Although it may increase our overall cost of funds, this change will allow us to compete with nonbanks for business customer funds. Union has developed an interest-bearing deposit product available to business customers.
•
The growing recognition by the banking regulators that a one size fits all approach to regulations may not be in the industry's best interest or be adequate to address the attendant risks in each company's business model may bring some regulatory relief to community banks, as evidenced by the new Basel III capital standards and recent risk monitoring and mitigation guidance issued earlier in 2011 by the federal banking regulators.
•
The proposed Federal Reserve and FDIC rulemaking implementing the credit risk retention requirements of section 941 of the Dodd-Frank Act, which would generally require private securitizers to retain not less than 5% of the credit risk of the assets collateralizing any asset-backed securities issuance.
•
The Federal Home Loan Bank (FHLB) of Boston, of which Union is a member, has resumed quarterly dividend payments, with a modest dividend paid in both the first and second quarters of 2011 after two years of no dividend payment.

Union Bankshares, Inc. Page 25



•
The increased information reporting requirements and the requirement to provide health insurance vouchers to low income employees who may be participating in government sponsored insurance programs under the 2010 Health-Care Reform Act have been repealed.

There have been new laws, regulations and actions proposed or enacted that may be problematic for the Company in terms of future earnings and/or efficiency. The following are the most relevant:

•
The Dodd-Frank Act represents the biggest re-write of financial regulation in decades and bankers continue to be faced with assessing the rules applicable to them, how to implement the rules, training of staff and customers, as well as assessing the financial impact to their companies.
•
By March 15, 2012, all existing ATM's must meet the new Americans with Disabilities Act accessibility standards which will require the replacement of deployed nonconforming ATM's over the next twelve months. An assessment of the Company's existing machines has been completed and a plan has been developed to become compliant by the effective date.
•
The establishment of the new Consumer Financial Protection Bureau created by the Dodd-Frank Act may lead to conflicting regulatory guidance for community banks and increase regulatory costs and burdens but to date no new rules have been published.
•
State and national health care reform initiatives may increase employer costs to provide employer sponsored group health care plans to eligible employees. On May 27, 2011, the Governor of Vermont signed a bill into law to provide universal health care through a single payer system.
•
The Durbin amendment, which required the Federal Reserve to set rates for debit card transaction interchange fees, was initially effective on July 21, 2011, has been delayed and is currently effective on October 1, 2011. The final rule's interchange fee standard has two components - a base fee cap of 21 cents plus 5 basis points of the transaction amount to cover fraud losses. A second provision of the final rule requires a card issuer or payment card network to ensure debit cards can be processed on at least two unaffiliated networks by April 2012. Even though banks with assets of $10 billion or less are exempt from the interchange pricing provision, the pricing rules will impact the competitive environment for payment systems.
•
Among the new regulations imposed by the Dodd-Frank Act are new residential mortgage provisions that mandate more extensive disclosures, require lenders to offer terms that reasonably reflect the consumers' ability to repay a loan, prohibit mandatory arbitration provisions, add new customer protections for high-cost mortgages and set escrow account and appraisal standards. The relevant regulations promulgated to date regarding these provisions have been implemented by Union.
•
The Basel III Capital Framework published in December 2010 will increase minimum capital levels and add a new capital conservation buffer over the next nine years. The Company's ratios continue to be over those minimums. Basel III will also implement a leverage ratio starting in 2013, a liquidity coverage ratio in 2015 and a net stable funding ratio in 2018 but these ratios have yet to be defined.
•
There are still numerous provisions of the Dodd-Frank Act that originally had an effective date of July 21, 2011 for which final regulations or guidance has not yet been issued.

The cost of doing business as usual has increased dramatically in this regulatory environment as the number and extent of new regulations and the speed with which they must be implemented have put a strain on software providers and staff as well as customers. Also, the cost of mitigating long term interest rate risk by selling loans to the secondary market continues and it is anticipated that this cost will continue to grow as the government sponsored entities continue to work through their own financial problems.

In addition, as required by SEC regulations, the Company must now file its financial statements both in EDGAR format and in eXtensible Business Reporting Language (XBRL), and to post such XBRL information on its website. Ongoing compliance with this new mandate will require administrative resources and result in additional costs.

It is not completely clear at this time what impact current or future government sponsored programs, regulations or legislation will have on the Company, its customers or the U.S. and global financial markets but additional regulatory complexity and allocation of Company resources to deal with it are likely.


CRITICAL ACCOUNTING POLICIES

The Company has established various accounting policies which govern the application of U.S. Generally Accepted Accounting Principles (GAAP) in the preparation of the Company's financial statements. Certain accounting policies

Union Bankshares, Inc. Page 26


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 the company 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, the Company has identified the accounting policies and judgments most critical to the Company. 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, capital, or the results of operations of the Company.

Allowance for Loan Losses. The Company believes the allowance for loan losses is a critical accounting policy that requires the most significant judgments and estimates used in the preparation of its consolidated financial statements. Adequacy of the allowance for loan losses is determined quarterly using a consistent, systematic methodology, which analyzes the risk inherent in the loan portfolio. In addition to evaluating the collectability of specific loans when determining the adequacy of the allowance, management also takes into consideration other qualitative factors such as changes in the mix and size of the loan portfolio, historical loss experience, the amount of delinquencies and loans adversely classified, industry trends, and the impact of the local and regional economy on the Company's borrowers. Changes in these qualitative factors may cause management's estimate of the adequacy of the allowance for loan losses to increase or decrease and result in adjustments to the Company's provision for loan losses in future periods. For additional information see FINANCIAL CONDITION- Allowance for Loan Losses below.

Other-than-Temporary Impairment of Securities. Given the disruptions in the financial markets during the last few years, recognizing other-than-temporary impairment on investment securities has become more difficult as complete information is not always available and market conditions and other relevant factors are subject to rapid changes. The other-than-temporary impairment decision is a critical accounting policy for the Company. Accounting guidance requires companies to perform periodic reviews of individual securities in their investment portfolios to determine whether a decline in the value of a security is other-than-temporary. A review of other-than-temporary impairment requires companies to make certain judgments regarding the cause and materiality of the decline, its effect on the financial statements and the probability, extent and timing of a valuation recovery, the company's intent and ability to continue to hold the security, and, with respect to debt securities, the likelihood that the company will have to sell the security before its value recovers. Pursuant to these requirements, management assesses valuation declines to determine the extent to which such changes are attributable to (1) fundamental factors specific to the issuer, such as the nature of the issuer and its financial condition, business prospects or other factors or (2) market-related factors, such as interest rate changes or equity market declines. Declines in the fair value of securities below their cost that are deemed by management to be other-than-temporary are (1) if equity securities, recorded in earnings as realized losses and (2) if debt securities, recorded in earnings as realized losses to the extent they are deemed credit losses, with noncredit losses recorded in Other comprehensive income (loss). Once an other-than-temporary loss on a debt or equity security is realized, subsequent gains in the value of the security may not be recognized in income until the security is sold.

Goodwill and Branch Acquisition. Assets acquired and liabilities assumed are based on fair value estimates. Intangible assets include the excess of the purchase price over the fair value of net assets acquired. The core deposit intangible is amortized on a straight line basis over the estimated average life of the core deposit base of 10 years. The Company evaluates the valuation and amortization of the core deposit intangible asset if events occur that could result in possible impairment. Goodwill is evaluated for impairment at least annually, or more frequently as events or circumstances warrant.

Pension Liabilities. The Company's defined benefit pension obligation and net periodic benefit cost are actuarially determined based on the following assumptions: discount rate, current and estimated future return on plan assets, wage base rate, anticipated mortality rates, Consumer Price Index, and rate of increase in compensation levels. The determination of the pension benefit obligation and net periodic benefit cost are critical accounting estimates as they require the use of estimates and judgments related to the amount and timing of expected future cash outflows for benefit payments and cash inflows for maturities and returns on plan assets as well as Company contributions. Changes in estimates, assumptions and actual results could have a material impact to the Company's financial condition and/or results of operations.

Other. The Company also has other key accounting policies, which involve the use of estimates, judgments and assumptions, that are significant to understanding the Company's financial condition and results of operations, including

Union Bankshares, Inc. Page 27


the valuation of deferred tax assets, mortgage servicing rights, and other real estate owned (OREO). See FINANCIAL CONDITION and the subcaptions Allowance for Loan Losses, Investment Activities and Liability for Pension Benefits below. Although management believes that its estimates, assumptions and judgments are reasonable, they are based upon information presently available and can be impacted by events outside the control of the Company. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.

OVERVIEW


On March 17, 2011, Union Bank and Northway Bank, subsidiaries of the Company and Northway Financial, Inc., respectively, entered into a Purchase and Assumption Agreement relating to three New Hampshire branch offices of Northway Bank ("Northway"). The branch acquisitions received all required regulatory approvals and were completed on May 27, 2011. In the transaction, Union assumed deposit relationships, performing loans, branch cash, two banking facilities, and other assets as illustrated below. In accordance with the Agreement, Union paid a 6% premium on assumed deposits, loans were acquired at par, and the banking facilities were purchased at the most recent tax assessed value.
The May 27, 2011 acquisition-date estimated fair values of assets acquired and liabilities assumed were as follows:

Assets:
(Dollars in thousands)

Cash
$
28,898

Loans
33,612

Bank premises and equipment
517

Accrued interest receivable
197

Identified intangible asset
1,708

Goodwill
2,230

Liabilities:
 
Deposits
(67,015
)
Accrued interest and other liabilities
(147
)


The full earnings impact of the acquired assets and liabilities has not yet been fully felt in the Results of Operations due to the timing of the purchase well past mid-quarter, but assets and liabilities are reflected in the balance sheet as of June 30, 2011. The pre-tax branch acquisition expenses for the three months ended June 30, 2011 totaled $307 thousand and year to date totaled $345 thousand. The branch acquisition expenses for the three and six months ended June 30, 2011 are mainly legal, professional and marketing fees expended to facilitate the purchase of the three New Hampshire branches. There were also expenses incurred to replace customer checkbooks and branch supplies. Management believes that substantially all of the acquisition expenses have been incurred as of June 30, 2011 and any additional expenses will not be material to the Company's results of operations.

The Company's net income was $1.0 million for the quarter ended June 30, 2011 compared to $1.5 million for the quarter ended June 30, 2010, a decrease of $495 thousand, or 32.4%. These results reflected the net effect of an increase in net interest income of $47 thousand, or 1.0%, an increase of $172 thousand, or 11.7%, in noninterest income, the branch acquisition expenses of $307 thousand, an increase in other noninterest expenses of $633 thousand, or 15.6%, an increase of $60 thousand, or 66.7%, in the provision for loan losses and a $286 thousand, or 60.2%, decrease in the provision for income taxes.

The Company continues to face a challenging low interest rate environment as the prime rate has remained unchanged at 3.25% for the last 30 months. Total interest income increased by $13 thousand, or 0.2%, to $5.73 million in the second quarter of 2011, versus total interest income of $5.72 million in the second quarter of 2010, and that increase was bolstered by the decrease in interest expense from $1.04 million in 2010 to $1.00 million in 2011, a decrease of $34 thousand, or 3.3%, between periods. The result of the changes in interest income and interest expense was that net interest income for the second quarter of 2011 was $4.73 million, up $47 thousand, or 1.0%, from the second quarter of 2010 of $4.69 million. During the second quarter of 2011, the Company's net interest margin decreased 37 basis points to 4.29%, from 4.66% for the second quarter of 2010. The Company's net interest spread decreased 34 basis points to 4.10% for the second quarter of 2011, compared to 4.44% for the same period last year. Further drops

Union Bankshares, Inc. Page 28


in the prime rate and/or increases in competitors' deposit or market borrowing rates could be problematic if individual variable rate loan and investment instruments continue to reprice downward at a faster rate than the downward repricing of deposit products.

The $172 thousand increase in noninterest income for the quarter was mainly due to the increase of $120 thousand in net gains on sales of loans held for sale, from $219 thousand for the quarter ended June 30, 2010 to $339 thousand for the quarter ended June 30, 2011, even though the volume of loans sold to the secondary market to mitigate long term interest rate risk dropped from $15.6 million in the second quarter of 2010 to $13.7 million in the second quarter of 2011. The continuing volume of sales was driven by the sustained low long term mortgage rates, which create loan demand, as well as by the strong production from the loan production office in South Burlington, Vermont, which was opened in August 2010. There was also an increase of $27 thousand, or 2.6%, in service fee income, which was mainly due to the increase in debit card and ATM income as well as an increase in loan servicing fees. These increases were partially offset by the decrease in overdraft fee income on deposit accounts. Trust income increased $31 thousandfor the three months ended June 30, 2011 compared to the similar period in 2010 as asset values continued to grow throughout the quarter.

Salaries and wages were higher by $300 thousand, or 18.8%, for the second quarter of 2011 compared to the same period last year due to annual pay increases, the acquisition of three new branches in May 2011 and the opening of the South Burlington, Vermont loan production office in August 2010. Pension and employee benefits were up $105 thousand, or 7.5%, due mainly to the increased costs of retirement plans due to the increased number of employees as well as to increased payroll and unemployment taxes. Net occupancy and equipment expenses are both up due to the increased number of banking locations and the higher costs of operating in 2011.

All other noninterest expenses were up $165 thousand, or 12.3% which has numerous components, with the largest changes being the $78 thousand increase in net other real estate owned (OREO) expense and a $61 thousand increase in marketing costs due to outsourcing the function in the third quarter of 2010.

The Company's effective tax rate decreased to 15.5% for the three months ended June 30, 2011 from 23.7% for the same period in 2010, as tax exempt income increased and tax credits from low income housing partnership investments increased.

At June 30, 2011, the Company had total consolidated assets of $513.6 million, including gross loans and loans held for sale (“total loans”) of $404.0 million, deposits of $433.0 million, borrowed funds of $32.6 million and stockholders' equity of $41.9 million. The Company’s total assets increased $60.6 million, or 13.4%, to $513.6 million at June 30, 2011, from $453.0 million at December 31, 2010. A large portion of the increase was due to the New Hampshire branch acquisitions.

Net loans and loans held for sale increased a total of $21.8 million, or 5.8%, to $400.1 million, or 77.9%, of total assets at June 30, 2011, compared to $378.3 million, or 83.5%, of total assets at December 31, 2010, including $33.6 million in loans acquired with the branch acquisitions. Other than the acquisition of the loans, there was a net decrease in net loans and loans held for sale of $11.8 million, which would have reflected the normal seasonal fluctuation due mainly to the effects of the annual municipal funding cycle in the State of Vermont where the vast majority of municipal borrowers pay off their annual line of credit.

Deposits increased $56.3 million, or 14.9%, to $433.0 million at June 30, 2011, from $376.7 million at December 31, 2010, reflecting the acquisition of $67.0 million in deposits, of which $3.2 million were in the form of deposits linked to overnight collateralized repurchase sweeps. Again, other than the acquisition, there was a normal seasonal decrease in total deposits due to the municipal funding requirements in Vermont as municipalities and school districts utilize their deposits to pay down their annual line of credit at June 30 each year.

The Company's total capital increased from $41.7 million at December 31, 2010 to $41.9 million at June 30, 2011 . Capital ratios, while continuing to meet the regulatory guidelines for well capitalized, all dropped as of June 30, 2011 due to the branch acquisitions. The total risk based capital ratio at December 31, 2010 was 15.12% and had dropped to 12.63% at June 30, 2011 . The regulatory guideline for well capitalized is 10.0% and for minimum requirements is 8.0% .

Although nonperforming assets increased during the second quarter, the Company's asset quality remained strong, with June 30, 2011 total nonperforming assets at $7.2 million, or 1.41% of total assets, compared to $5.2 million, or 1.15% of total assets, at December 31, 2010 and $6.0 million, or 1.40% of total assets, at June 30, 2010. The Company

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has seen net recoveries of $2 thousand and $5 thousand for the three and six months ended June 30, 2011, respectively. The loan loss provision for the quarter ended June 30, 2011 was $150 thousand, up from $90 thousand for the same period in 2010. The higher provision was deemed by management to be appropriate in light of the increase in nonperforming loans, an increase in the qualitative reserve economic factor for residential, junior lien and construction portfolios, a change in the mix of the portfolio, and the outlook for future economic conditions.

The following unaudited per share information and key ratios depict several measurements of performance or financial condition for the three and six months ended or at June 30, 2011 and 2010, respectively:

 
Three Months Ended or At June 30,
Six Months Ended or At June 30,
 
2011
2010
2011
2010
Return on average assets (ROA) (1)
0.86
%
1.39
%
0.88
%
1.25
%
Return on average equity (ROE) (1)
9.93
%
14.64
%
9.94
%
13.27
%
Net interest margin (1)(2)
4.29
%
4.66
%
4.36