10-Q 1 rbkb-20200630x10q.htm 10-Q

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2020

or

   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from               to               

Commission File No. 001-38779


Rhinebeck Bancorp, Inc.

(Exact name of registrant as specified in its charter)


Maryland

    

83-2117268

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

2 Jefferson Plaza, Poughkeepsie, New York

12601

(Address of Principal Executive Offices)

(Zip Code)

(845) 454-8555

(Registrant’s telephone number)

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

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

Common Stock, par value $0.01 per share

RBKB

The NASDAQ Stock Market, LLC

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 requirements for the past 90 days.

YES         NO  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES         NO  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer  

    

Accelerated filer  

Non-accelerated filer   

Smaller reporting company   

 

Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES         NO   

As of August 1, 2020, there were 11,133,290 shares of the Registrant’s common stock, par value $0.01 per share, outstanding.


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

2

Consolidated Statements of Financial Condition at June 30, 2020 and December 31, 2019

2

Consolidated Statements of Income for the Three and Six Months Ended June 30, 2020 and 2019

3

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2020 and 2019

4

Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2020 and 2019

5

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019

6

Notes to Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

35

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

47

Item 4.

Controls and Procedures

47

PART II. OTHER INFORMATION

47

Item 1.

Legal Proceedings

47

Item 1A.

Risk Factors

48

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

48

Item 3.

Defaults Upon Senior Securities

48

Item 4.

Mine Safety Disclosures

48

Item 5.

Other Information

48

Item 6.

Exhibits

49

SIGNATURES

50


EXPLANATORY NOTE

Rhinebeck Bancorp, Inc. (the “Company,” “we” or “our”) was formed to serve as the mid-tier stock holding company for Rhinebeck Bank in connection with the reorganization of Rhinebeck Bank and its mutual holding company, Rhinebeck Bancorp, MHC, into the two-tier mutual holding company structure. The reorganization was completed on January 16, 2019. Prior to January 16, 2019, the Company had no assets or liabilities and had not conducted any business activities other than organizational activities. Accordingly, the unaudited financial statements and other financial information contained in this Quarterly Report on Form 10-Q relate solely to the consolidated financial results and financial position of Rhinebeck Bancorp, MHC and Rhinebeck Bank for any period prior to January 16, 2019.

The unaudited financial statements and other financial information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements, and related notes, of Rhinebeck Bancorp, Inc. and Rhinebeck Bank at and for the year ended December 31, 2019 contained in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 26, 2020.

1


PART 1 — FINANCIAL INFORMATION

ITEM 1.

Rhinebeck Bancorp, Inc. and Subsidiary

Consolidated Statements of Financial Condition (Unaudited)

(Dollars in thousands, except share and per share data)

June 30, 

December 31, 

    

2020

    

2019

Assets

Cash and due from banks

$

74,574

$

11,978

Available for sale securities (at fair value)

 

105,138

 

114,832

Loans receivable (net of allowance for loan losses of $8,572 and $5,954, respectively)

 

887,320

 

793,471

Federal Home Loan Bank stock

 

3,162

 

3,435

Accrued interest receivable

 

3,676

 

2,903

Cash surrender value of life insurance

 

18,650

 

18,457

Deferred tax assets (net of valuation allowance of $1,582 and $1,202, respectively)

 

3,033

 

2,255

Premises and equipment, net

 

18,622

 

18,338

Other real estate owned

 

1,178

 

1,417

Goodwill

 

1,410

 

1,410

Intangible assets, net

 

220

 

241

Other assets

 

11,347

 

5,209

Total assets

$

1,128,330

$

973,946

Liabilities and Stockholders’ Equity

 

  

 

  

Liabilities

 

  

 

  

Deposits

 

  

 

  

Noninterest bearing

$

247,800

$

179,236

Interest bearing

 

662,239

 

594,107

Total deposits

 

910,039

 

773,343

Mortgagors’ escrow accounts

 

11,366

 

8,106

Advances from the Federal Home Loan Bank

 

59,016

 

66,304

Federal Reserve Bank borrowings

12,080

Subordinated debt

 

5,155

 

5,155

Accrued expenses and other liabilities

 

16,994

 

11,156

Total liabilities

 

1,014,650

 

864,064

Stockholders’ Equity

 

  

 

  

Preferred stock (par value $0.01 per share; 5,000,000 authorized, no shares issued)

Common stock (par value $0.01 per share; 25,000,000 authorized, 11,133,290 issued and outstanding)

 

111

 

111

Additional paid-in capital

 

45,852

 

45,869

Unearned common stock held by the employee stock ownership plan ("ESOP")

(4,037)

(4,146)

Retained earnings

 

74,575

 

72,152

Accumulated other comprehensive loss:

 

 

Net unrealized gain (loss) on available for sale securities, net of taxes

 

1,842

 

(195)

Defined benefit pension plan, net of taxes

 

(4,663)

 

(3,909)

Total accumulated other comprehensive loss

 

(2,821)

 

(4,104)

Total stockholders’ equity

 

113,680

 

109,882

Total liabilities and stockholders’ equity

$

1,128,330

$

973,946

See accompanying notes to consolidated financial statements

2


Rhinebeck Bancorp, Inc. and Subsidiary

Consolidated Statements of Income (Unaudited)

(Dollars in thousands, except share and per share data)

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2020

    

2019

    

2020

    

2019

Interest and Dividend Income

Interest and fees on loans

$

10,569

$

9,401

$

20,615

$

18,116

Interest and dividends on securities

 

631

 

713

 

1,314

 

1,321

Other income

 

13

 

6

 

24

 

41

Total interest and dividend income

 

11,213

 

10,120

 

21,953

 

19,478

Interest Expense

 

  

 

  

 

  

 

  

Interest expense on deposits

 

1,859

 

1,641

 

3,876

 

3,023

Interest expense on borrowings

 

377

 

558

 

779

 

964

Total interest expense

 

2,236

 

2,199

 

4,655

 

3,987

Net interest income

 

8,977

 

7,921

 

17,298

 

15,491

Provision for loan losses

 

2,255

 

780

 

3,455

 

1,560

Net interest income after provision for loan losses

 

6,722

 

7,141

 

13,843

 

13,931

Noninterest Income

 

  

 

  

 

  

 

  

Service charges on deposit accounts

 

495

 

714

 

1,147

 

1,412

Net realized loss on sales and calls of securities

 

 

(40)

 

(29)

 

(40)

Net gain on sales of loans

 

941

 

251

 

1,406

 

417

Increase in cash surrender value of life insurance

 

96

 

100

 

193

 

200

Other real estate owned income

 

 

1

 

 

11

Investment advisory income

 

250

 

329

 

562

 

542

Other

 

(32)

 

78

 

31

 

155

Total noninterest income

 

1,750

 

1,433

 

3,310

 

2,697

Noninterest Expense

 

  

 

  

 

  

 

  

Salaries and employee benefits

 

3,995

 

3,942

 

8,147

 

7,830

Occupancy

 

878

 

898

 

1,728

 

1,793

Data processing

 

361

 

343

 

715

 

650

Professional fees

 

353

 

360

 

675

 

626

Marketing

 

82

 

147

 

225

 

302

FDIC deposit insurance and other insurance

 

197

 

147

 

365

 

288

Other real estate owned expense

 

9

 

 

26

 

38

Amortization of intangible assets

 

10

 

11

 

21

 

22

Other

 

880

 

1,200

 

2,162

 

2,417

Total noninterest expense

 

6,765

 

7,048

 

14,064

 

13,966

Income before income taxes

 

1,707

 

1,526

 

3,089

 

2,662

Provision for income taxes

 

359

 

305

 

666

 

530

Net income

$

1,348

$

1,221

$

2,423

$

2,132

Earnings per common share:

Basic

$

0.13

$

0.11

$

0.23

$

0.20

Diluted

$

0.13

$

0.11

$

0.23

$

0.20

Weighted average shares outstanding, basic

10,726,867

10,705,047

10,724,140

10,702,320

Weighted average shares outstanding, diluted

10,726,867

10,705,047

10,724,140

10,702,320

See accompanying notes to consolidated financial statements

3


Rhinebeck Bancorp, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income (Unaudited)

(Dollars in thousands, except share and per share data)

Three Months Ended June 30, 

Six Months Ended June 30, 

    

2020

    

2019

    

2020

    

2019

Net Income

$

1,348

$

1,221

$

2,423

$

2,132

Other Comprehensive (Loss) Income:

 

 

  

 

 

Unrealized holding (losses) gains arising during the period

 

(722)

 

1,889

 

2,550

 

3,206

Reclassification adjustment for losses included in net realized loss on sales and calls of securities on the consolidated statements of income

 

 

40

 

29

 

40

Net unrealized (losses) gains on available for sale securities

 

(722)

 

1,929

 

2,579

 

3,246

Tax effect (a)

 

152

 

(406)

 

(542)

 

(682)

Unrealized (losses) gains on available for sale securities, net of tax

 

(570)

 

1,523

 

2,037

 

2,564

Defined benefit pension plan:

 

  

 

  

 

  

 

  

Actuarial loss arising during the period

 

(1,377)

 

(41)

 

(1,097)

 

(61)

Reclassification adjustment for amortization of net actuarial loss (b)

 

71

 

89

 

143

 

179

Total

 

(1,306)

 

48

 

(954)

 

118

Tax effect (c)

 

274

 

(10)

 

200

 

(25)

Defined benefit pension plan (loss) gain, net of tax

 

(1,032)

 

38

 

(754)

 

93

Other comprehensive (loss) income

 

(1,602)

 

1,561

 

1,283

 

2,657

Total Comprehensive (Loss) Income

$

(254)

$

2,782

$

3,706

$

4,789


(a)

Includes $0 and $6 for the three and six months ended June 30, 2020, respectively, and $8 for the three and six months ended June 30, 2019, for tax effect of realized losses which are included in the provision for income taxes on the consolidated statements of income.

(b)

Included in other noninterest expense on the consolidated statements of income.

(c)

Includes $15 and $30 for the three and six months ended June 30, 2020, respectively, and $19 and $38 for the three and six months ended June 30, 2019, respectively, for tax effect of amortization of net actuarial loss included in the provision for income taxes on the consolidated statements of income.

See accompanying notes to consolidated financial statements

4


Rhinebeck Bancorp, Inc. and Subsidiary

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(Dollars in thousands, except share and per share data)

Unearned

Accumulated

 

Additional

Common

Other

Common

Paid-in

Stock Held

Retained

Comprehensive

    

Stock

    

Capital

by the ESOP

    

Earnings

    

Loss

    

Total

Balance at December 31, 2018

$

$

100

$

$

66,189

$

(7,012)

$

59,277

 

  

 

  

 

  

 

  

 

  

 

Net income

 

 

 

 

911

 

 

911

Other comprehensive income

 

 

 

 

1,096

 

1,096

Common Stock and proceeds of offering

111

 

45,754

 

 

 

 

45,865

Unearned common stock held by ESOP

(4,364)

(4,364)

ESOP shares committed to be allocated

 

 

9

 

55

 

 

 

64

 

  

 

  

 

  

 

  

 

  

 

Balance at March 31, 2019

$

111

$

45,863

$

(4,309)

$

67,100

$

(5,916)

$

102,849

Net income

 

 

 

 

1,221

 

 

1,221

Other comprehensive income

 

 

 

 

 

1,561

 

1,561

Common Stock and proceeds of offering

(10)

(10)

ESOP shares committed to be allocated

 

 

8

 

54

 

 

 

62

Balance at June 30, 2019

$

111

$

45,861

$

(4,255)

$

68,321

$

(4,355)

$

105,683

 

  

 

  

 

  

 

  

 

  

 

Balance at December 31, 2019

$

111

$

45,869

$

(4,146)

$

72,152

$

(4,104)

$

109,882

 

  

 

  

 

  

 

  

 

  

 

Net income

 

 

 

 

1,075

 

 

1,075

Other comprehensive income

 

 

 

 

 

2,885

 

2,885

ESOP shares committed to be allocated

 

 

 

55

 

 

 

55

 

  

 

  

 

  

 

  

 

  

 

Balance at March 31, 2020

$

111

$

45,869

$

(4,091)

$

73,227

$

(1,219)

$

113,897

 

  

 

  

 

  

 

  

 

  

 

Net income

 

 

 

 

1,348

 

 

1,348

Other comprehensive loss

 

 

 

 

 

(1,602)

 

(1,602)

ESOP shares committed to be allocated

 

 

(17)

 

54

 

 

 

37

Balance at June 30, 2020

$

111

$

45,852

$

(4,037)

$

74,575

$

(2,821)

$

113,680

See accompanying notes to consolidated financial statements

5


Rhinebeck Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands, except share and per share data)

Six Months Ended June 30, 

    

2020

    

2019

Cash Flows from Operating Activities

Net income

$

2,423

$

2,132

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

 

  

 

Amortization and accretion of premiums and discounts on investments, net

 

285

 

85

Net realized loss on sales and calls of securities

 

29

 

40

Provision for loan losses

 

3,455

 

1,560

Loans originated for sale

 

(46,347)

 

(19,458)

Proceeds from sale of loans

 

46,621

 

17,941

Net gain on sale of loans

 

(1,406)

 

(417)

Amortization of intangible assets

 

21

 

22

Depreciation and amortization

 

669

 

645

Deferred income tax benefit

 

(1,119)

 

(260)

Increase in cash surrender value of insurance

 

(193)

 

(200)

Increase in accrued interest receivable

 

(773)

 

(351)

Expense of allocated ESOP shares

 

92

 

(Increase) decrease in other assets

 

(6,138)

 

949

Increase in accrued expenses and other liabilities

 

4,884

 

792

Net cash provided by operating activities

 

2,503

 

3,480

Cash Flows from Investing Activities

 

  

 

  

Proceeds from sales and calls of securities

 

6,997

 

4,990

Proceeds from maturities and principal repayments of securities

 

15,108

 

6,877

Purchases of securities

 

(10,146)

 

(18,832)

Net sales (purchases) of FHLB Stock

 

273

 

(1,472)

Net increase in loans

 

(96,173)

 

(58,726)

Purchases of bank premises and equipment

 

(953)

 

(451)

Net increase of other real estate owned

 

(31)

 

Proceeds from sale of other real estate owned

 

270

 

107

Net cash used in investing activities

 

(84,655)

 

(67,507)

Cash Flows from Financing Activities

 

  

 

  

Net increase (decrease) in demand deposits, NOW, money market and savings accounts

 

122,381

 

(5,044)

Net increase in time deposits

 

14,315

 

37,484

Increase in mortgagors' escrow accounts

 

3,260

 

2,675

Net increase (decrease) in short-term debt

 

11,923

 

(4,369)

Net (decrease) increase in long-term debt

 

(7,131)

 

32,312

Proceeds of stock subscriptions

 

 

9,814

Return of unfulfilled stock subscriptions

(41,083)

Offering expenses

(1,898)

Loan to ESOP

(4,364)

Return of capital to Rhinebeck Bancorp, MHC

(121)

Net cash provided by financing activities

 

144,748

 

25,406

Net increase (decrease) in cash and due from banks

 

62,596

 

(38,621)

Cash and Due from Banks

 

  

 

  

Beginning balance

 

11,978

 

50,590

Ending balance

$

74,574

$

11,969

Supplemental Disclosures of Cash Flow Information

 

  

 

  

Cash paid for:

 

  

 

  

Interest

$

4,716

$

3,933

Income taxes

$

358

$

740

See accompanying notes to consolidated financial statements

6


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

1.    Nature of Business and Significant Accounting Policies

The consolidated financial statements include accounts of Rhinebeck Bancorp, Inc. (the “Company”), a stock holding company, and its wholly-owned subsidiary, Rhinebeck Bank (the “Bank”), a New York chartered stock savings bank. The primary purpose of the Company is to act as a holding company for the Bank. The Bank provides a full range of banking and financial services to consumer and commercial customers through its eleven branches and two representative offices located in Dutchess, Ulster, Orange, and Albany counties. Financial services, including investment advisory and financial product sales, are offered through a division of the Bank doing business as Rhinebeck Asset Management (“RAM”).

The unaudited consolidated financial statements reflect all adjustments, which in the opinion of management, are necessary for a fair presentation of the results of the interim periods and are of a normal and recurring nature. Operating results for the three and six month periods ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or for any other period.

For more information regarding the Company’s significant accounting policies, see the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission. As of June 30, 2020, the critical accounting policies of the Company have not changed materially from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2019.

Basis of Financial Statements Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities, as of the date of the consolidated statements of financial condition and reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of securities and other real estate owned, the evaluation of investment securities for other-than-temporary impairment, the evaluation of goodwill for impairment, the valuation of deferred tax assets and the determination of pension obligations.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year’s presentation.

COVID-19

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic, which continues to spread throughout the United States and around the world. The declaration of the global pandemic indicated that almost all public commerce and related business activities were, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The outbreak of COVID-19

7


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

adversely impacted a broad range of industries in which the Company’s customers operate and impaired their ability to fulfill their financial obligations to the Company to a degree. In March, the Federal Open Market Committee brought the target range for the federal funds rate to near zero. These reductions in interest rates and other effects of the COVID-19 outbreak will likely adversely affect the Company’s financial condition and results of operations. As a result of the spread of COVID-19, economic uncertainties have arisen which are likely to negatively impact net interest income, noninterest income, the provision for loan losses and bad debts. Other financial impacts could occur though such potential impacts are unknown at this time.

Impact of Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (“Topic 842”), which created FASB Accounting Standards Codification (“ASC”) Topic 842 (“ASC 842”) and is intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The principal change required by ASC 842 related to lessee accounting, is that for operating leases, a lessee is required to (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position, (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term generally on a straight-line basis, and (3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASC 842 also changes disclosure requirements related to leasing activities and requires certain qualitative disclosures along with specific quantitative disclosures. ASC 842 also provides an optional transition method for adoption, under which an entity initially applies ASC 842 at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity's reporting for the comparative periods presented in the financial statements in which it adopts ASC 842 will continue to be in accordance with current GAAP. The Company adopted the provisions of ASC 842 effective January 1, 2020 utilizing the optional transition method and did not restate comparative periods. The Company elected the package of practical expedients permitted under ASC 842's transition guidance, which allows the Company to carryforward its historical lease classifications and its assessment as to whether a contract is or contains a lease. The Company elected to not recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. Upon adoption, the Company recorded an increase in other assets and an increase in other liabilities of approximately $6,700, respectively. See Note 10 of the footnotes to the consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13 on “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This ASU requires credit losses on most financial assets be measured at amortized cost and certain other instruments to be measured using an expected credit loss model (referred to as the current expected credit loss (“CECL”) model). Under this model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications unless reasonable expectation of a troubled debt restructuring exists) from the date of initial recognition of that instrument. The measurement of expected credit losses is based upon relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. On October 16, 2019, the FASB approved a delay for conversion to the CECL methodology to January 2023 for smaller reporting companies, other public business entities, private companies and non-profits; although early adoption is permitted in 2019. While the Company is currently assessing the effect of ASU No. 2016-13 and has engaged with a software vendor to assist in its efforts; it is unlikely that the Company will early adopt this ASU.

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

Emerging Growth Company Status

As an emerging growth company, the Company may delay adoption of new or revised financial accounting standards until such date that the standards are required to be adopted by non-issuer companies. If such standards would not apply to non-issuer companies, no deferral would be applicable. The Company intends to take advantage of the benefits of the extended transition periods allowed under the Jumpstart Our Business Startups Act.

Accordingly, the Company’s consolidated financial statements may not be comparable to those of public companies that adopt new or revised financial accounting standards as of an earlier date. The effective dates of the recent accounting standards reflect those that relate to non-issuer companies.

2.    Investment Securities

The amortized cost, gross unrealized gains and losses and fair values of available for sale securities are as follows:

June 30, 2020

Gross

Gross

Unrealized

Unrealized

    

Amortized Cost

    

Gains

    

Losses

    

Fair Value

U.S. government agency mortgage-backed securities–residential

$

93,577

$

2,235

$

(124)

$

95,688

U.S. government agency securities

 

5,018

 

161

 

 

5,179

Municipal securities(1)

 

1,383

 

25

 

 

1,408

Corporate bonds

 

2,250

 

33

 

(15)

 

2,268

Other

 

579

 

16

 

 

595

Total

$

102,807

$

2,470

$

(139)

$

105,138

    

December 31, 2019

U.S. government agency mortgage-backed securities–residential

$

98,842

$

464

$

(828)

$

98,478

U.S. government agency securities

12,049

 

53

 

(26)

 

12,076

Municipal securities(1)

 

1,384

 

17

 

(5)

 

1,396

Corporate bonds

2,250

 

25

 

(2)

 

2,273

Other

555

 

54

 

 

609

Total

$

115,080

$

613

$

(861)

$

114,832


1

The issuers of municipal securities are all within New York State.

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

The following table presents the fair value and unrealized losses of the Company’s available for sale securities with gross unrealized losses aggregated by the length of time the individual securities have been in a continuous unrealized loss position:

June 30, 2020

Less Than 12 Months

12 Months or Longer

Total

Unrealized

Unrealized

Unrealized

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

U.S. government agency mortgage-backed securities-residential

$

9,080

$

(109)

$

774

$

(15)

$

9,854

$

(124)

Corporate Bonds

985

(15)

985

(15)

Total

$

10,065

$

(124)

$

774

$

(15)

$

10,839

$

(139)

    

December 31, 2019

U.S. government agency mortgage-backed securities-residential

$

35,612

$

(302)

$

27,252

$

(526)

$

62,864

$

(828)

U.S. government agency securities

7,001

(26)

7,001

(26)

Municipal Securities

490

(5)

490

(5)

Corporate Bonds

749

(2)

749

(2)

Total

$

36,851

$

(309)

$

34,253

$

(552)

$

71,104

$

(861)

At June 30, 2020, the Company had 19 individual available-for-sale securities in an unrealized loss position with unrealized losses totaling $139 with an aggregate depreciation of 1.23% from the Company’s amortized cost.

Management believes that none of the unrealized losses on available for sale securities are other-than-temporary because substantially all of the unrealized losses in the Company’s investment portfolio relate to market interest rate changes on debt and mortgage-backed securities issued either directly by the government or from government sponsored enterprises. The Company does not intend to sell the securities and it is not likely that the Company will be required to sell the securities before recovery of their amortized cost basis, which may be maturity; therefore, the Company did not consider those investments to be other-than-temporarily impaired at June 30, 2020.

The amortized cost and fair value of available for sale debt securities at June 30, 2020 and December 31, 2019, by contractual maturities, are presented below. Actual maturities of mortgage-backed securities may differ from contractual maturities because the mortgages underlying the securities may be called or repaid without any penalties.

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

Because mortgage-backed securities are not due at a single maturity date, they are not included in the maturity categories in the following maturity summary:

June 30, 2020

December 31, 2019

    

Amortized Cost

    

Fair Value

    

Amortized Cost

    

Fair Value

Maturity:

Within 1 year

$

175

$

175

$

175

$

175

After 1 but within 5 years

 

 

 

7,027

 

7,001

After 5 but within 10 years

 

7,801

 

8,005

 

7,806

 

7,899

After 10 years

 

675

 

675

 

675

 

670

Total Maturities

 

8,651

 

8,855

 

15,683

 

15,745

Mortgage-backed securities

 

93,577

 

95,688

 

98,842

 

98,478

Other

 

579

 

595

 

555

 

609

Total

$

102,807

$

105,138

$

115,080

$

114,832

At June 30, 2020 and December 31, 2019, available for sale securities with a carrying value of $20,732 and $23,782, respectively, were pledged to secure Federal Home Loan Bank of New York (“FHLB”) borrowings. In addition, at June 30, 2020 and December 31, 2019, $733 and $726 of available for sale securities were pledged to secure borrowings at the Federal Reserve Bank of New York (“FRB”), respectively.

During the six months ended June 30, 2020, there was $6,997 in proceeds from the sales of available for sale securities with $29 in gross losses realized.  

3.    Loans and Allowance for Loan Losses

A summary of the Company’s loan portfolio is as follows:

June 30, 

December 31, 

    

2020

    

2019

Commercial real estate loans:

 

 

  

Construction

$

10,339

$

20,354

Non-residential

 

242,199

 

228,157

Multi-family

 

30,145

 

20,129

Residential real estate loans

 

41,682

 

43,726

Commercial and industrial loans(1)

 

175,120

 

90,554

Consumer loans:

 

  

 

  

Indirect automobile

 

365,455

 

360,569

Home equity

 

14,804

 

16,276

Other consumer

 

9,008

 

9,752

Total gross loans

 

888,752

 

789,517

Net deferred loan costs

 

7,140

 

9,908

Allowance for loan losses

 

(8,572)

 

(5,954)

Total net loans

$

887,320

$

793,471


(1)

Includes $89,092 in U.S. Small Business Administration (“SBA”), paycheck protection program (“PPP”) loans.

At June 30, 2020 and December 31, 2019, the unpaid principal balances of loans held for sale, included in the residential real estate category above, were $2,409 and $2,684, respectively.

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

The following tables present the classes of the loan portfolio summarized by the pass category and the criticized and classified categories of special mention and substandard within the internal risk system:

June 30, 2020

    

Pass

    

Special Mention

    

Substandard

    

Total

Commercial real estate:

  

  

  

  

Construction

$

10,339

$

$

$

10,339

Non-residential

233,325

4,610

4,264

242,199

Multifamily

 

29,776

 

 

369

 

30,145

Residential real estate

 

39,127

 

 

2,555

 

41,682

Commercial and industrial

 

173,747

 

546

 

827

 

175,120

Consumer:

 

  

 

  

 

  

 

  

Indirect automobile

 

364,419

 

 

1,036

 

365,455

Home equity

 

14,274

 

 

530

 

14,804

Other consumer

 

8,987

 

 

21

 

9,008

Total

$

873,994

$

5,156

$

9,602

$

888,752

    

December 31, 2019

    

Pass

    

Special Mention

    

Substandard

    

Total

Commercial real estate:

  

  

  

  

Construction

$

20,354

$

$

$

20,354

Non-residential

219,485

4,285

4,387

228,157

Multifamily

 

19,744

 

 

385

 

20,129

Residential real estate

 

41,385

 

 

2,341

 

43,726

Commercial and industrial

 

88,874

 

597

 

1,083

 

90,554

Consumer:

 

  

 

  

 

  

 

  

Indirect automobile

 

359,616

 

 

953

 

360,569

Home equity

 

15,861

 

 

415

 

16,276

Other consumer

 

9,741

 

 

11

 

9,752

Total

$

775,060

$

4,882

$

9,575

$

789,517

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The past due status of all classes of loans is determined based on contractual due dates for loan payments.

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and non-accrual loans:

June 30, 2020

Greater Than

30-59 Days

60-89 Days

90 Days Past

Total Loans

    

Current

    

Past Due

    

Past Due

    

Due

    

Receivable

    

Non-accrual

Commercial real estate:

  

  

  

  

  

  

Construction

$

10,339

$

$

$

$

10,339

$

Non-residential

235,203

218

1,662

5,116

242,199

5,116

Multifamily

29,776

369

30,145

369

Residential real estate

 

37,398

 

297

 

1,432

 

2,555

 

41,682

 

2,555

Commercial and industrial

 

174,318

 

55

 

200

 

547

 

175,120

 

547

Consumer:

 

  

 

  

 

 

  

 

  

 

Indirect automobile

 

357,827

 

5,175

 

1,417

 

1,036

 

365,455

 

1,036

Home equity

 

13,826

 

138

 

310

 

530

 

14,804

 

530

Other consumer

 

8,804

 

159

 

36

 

9

 

9,008

 

9

Total

$

867,491

$

6,042

$

5,057

$

10,162

$

888,752

$

10,162

December 31, 2019

Greater Than

30-59 Days

60-89 Days

90 Days Past

Total Loans

    

Current

    

Past Due

    

Past Due

    

Due

    

Receivable

    

Non-accrual

Commercial real estate:

  

  

  

  

  

  

Construction

$

20,354

$

$

$

$

20,354

$

Non-residential

222,953

409

884

3,911

228,157

3,911

Multifamily

19,744

385

20,129

385

Residential real estate

 

42,403

 

427

 

116

 

780

 

43,726

 

2,341

Commercial and industrial

 

89,401

 

288

 

198

 

667

 

90,554

 

905

Consumer:

 

  

 

  

 

 

  

 

  

 

  

Indirect automobile

 

351,840

 

6,494

 

1,294

 

941

 

360,569

 

953

Home equity

 

15,726

 

142

 

91

 

317

 

16,276

 

415

Other consumer

 

9,492

 

201

 

48

 

11

 

9,752

 

11

Total

$

771,913

$

7,961

$

2,631

$

7,012

$

789,517

$

8,921

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

The following tables summarize information in regard to impaired loans by loan portfolio class:

June 30, 2020

Recorded

Unpaid Principal

Related

Average Recorded

    

Investment

    

Balance

    

Allowance

    

Investment

With no related allowance recorded:

Commercial real estate:

Non-residential

$

5,116

$

6,998

$

$

4,341

Multifamily

 

369

 

400

 

 

374

Residential real estate

 

2,555

 

2,951

 

 

2,410

Commercial and industrial

 

497

 

679

 

 

631

Consumer:

 

 

  

 

  

 

  

Indirect automobile

 

276

 

316

 

 

409

Home equity

 

530

 

562

 

 

456

Other consumer

 

7

 

6

 

 

10

Total

$

9,350

$

11,912

$

$

8,631

With an allowance recorded:

 

  

 

  

 

  

 

  

Commercial and industrial

$

50

$

50

$

25

$

17

Consumer:

 

  

 

  

 

 

  

Indirect automobile

760

782

226

457

Other consumer

 

2

 

2

 

2

 

1

Total

$

812

$

834

$

253

$

475

Total:

 

  

 

  

 

  

 

  

Commercial real estate:

 

  

 

  

 

  

 

  

Non-residential

$

5,116

$

6,998

$

$

4,341

Multifamily

 

369

 

400

 

 

374

Residential real estate

 

2,555

 

2,951

 

 

2,410

Commercial and industrial

 

547

 

729

 

25

 

648

Consumer:

 

  

 

  

 

  

 

  

Indirect automobile

 

1,036

 

1,098

 

226

 

866

Home equity

 

530

 

562

 

 

456

Other consumer

 

9

 

8

 

2

 

11

Total

$

10,162

$

12,746

$

253

$

9,106

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

December 31, 2019

Recorded 

Unpaid Principal 

Related 

Average Recorded 

    

Investment

    

Balance

    

Allowance

    

Investment

With no related allowance recorded:

  

  

  

  

Commercial real estate:

  

  

  

  

Non-residential

$

3,911

$

5,733

$

$

3,209

Multifamily

 

385

 

409

 

 

192

Residential real estate

 

2,341

 

2,850

 

 

2,313

Commercial and industrial

 

905

 

1,109

 

 

601

Consumer:

 

  

 

  

 

  

 

  

Indirect automobile

 

607

 

740

 

 

441

Home equity

 

415

 

467

 

 

307

Other consumer

 

11

 

11

 

 

10

Total

$

8,575

$

11,319

$

$

7,073

With an allowance recorded:

 

  

 

  

 

  

 

  

Consumer:

 

  

 

  

 

  

 

  

Indirect automobile

 

346

$

376

$

107

$

262

Total

$

346

$

376

$

107

$

262

Total:

 

  

 

  

 

  

 

  

Commercial real estate:

 

  

 

  

 

  

 

  

Non-residential

$

3,911

$

5,733

$

$

3,209

Multifamily

 

385

 

409

 

 

192

Residential real estate

 

2,341

 

2,850

 

 

2,313

Commercial and industrial

 

905

 

1,109

 

 

601

Consumer:

 

  

 

  

 

  

 

  

Indirect automobile

 

953

 

1,116

 

107

 

703

Home equity

 

415

 

467

 

 

307

Other consumer

 

11

 

11

 

 

10

Total

$

8,921

$

11,695

$

107

$

7,335

A loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming loans and loans modified as troubled debt restructurings (“TDRs”). Loan modifications, which resulted in these loans being considered TDRs, are primarily in the form of rate concessions and extensions of maturity dates that are made specifically due to hardships experienced by the customer. The Company does not generally recognize interest income on a loan in an impaired status. At June 30, 2020 and December 31, 2019, the same three loans totaling $1,628 and $1,659, included in impaired loans, were identified as TDRs. There were no new TDRs in 2019 or the first six months of 2020. At June 30, 2020 and December 31, 2019, all TDR loans were performing in accordance with their restructured terms. At June 30, 2020 and December 31, 2019, the Company had no commitments to advance additional funds to borrowers under TDR loans.

The Company services certain loans that it has sold without recourse to third parties. The aggregate balances of loans serviced for others were $282,106 and $270,730 as of June 30, 2020 and December 31, 2019, respectively.

The balance of capitalized servicing rights, included in other assets at June 30, 2020 and December 31, 2019, were $2,265 and $2,226, respectively. Fair value exceeds carrying value. No impairment charges related to servicing rights were recognized during the period ended June 30, 2020 and the year ended December 31, 2019.

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

The following tables summarize the segments of the loan portfolio and the allowance for loan losses, segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment and the activity in the allowance for loan losses for the periods then ended:

    

Commercial 

    

    

Commercial 

    

    

    

    

Real Estate

    

Residential

    

and Industrial

    

Indirect

    

Consumer

    

Totals

    

Three months ended June 30, 2020

Allowance for loan losses:

Beginning balance

$

2,153

$

99

$

601

$

3,638

$

129

$

6,620

Provision for loan losses

520

26

254

1,450

5

2,255

Loans charged-off

(1)

(478)

(2)

(481)

Recoveries

 

 

 

5

 

169

 

4

 

178

Ending balance

$

2,673

$

125

$

859

$

4,779

$

136

$

8,572

Commercial

Residential

Commercial

    

Real Estate

    

Real Estate

    

and Industrial

    

Indirect

Consumer

    

Totals

Three months ended June 30, 2019

Allowance for loan losses:

Beginning balance

$

1,159

$

286

$

1,575

$

3,380

$

783

$

7,183

Provision for loan losses

93

17

327

329

14

780

Loans charged-off

(7)

(424)

(9)

(440)

Recoveries

 

 

2

 

 

321

12

 

335

Ending balance

$

1,252

$

305

$

1,895

$

3,606

$

800

$

7,858

Commercial

Residential

Commercial

    

Real Estate

    

Real Estate

    

and Industrial

    

Indirect

    

Consumer

    

Totals

Six months ended June 30, 2020

Allowance for loan losses:

Beginning balance

$

2,009

$

99

$

603

$

3,117

$

126

$

5,954

Provision for loan losses

664

26

285

2,461

19

3,455

Loans charged-off

(39)

(1,189)

(18)

(1,246)

Recoveries

 

 

 

10

 

390

 

9

 

409

Ending balance

$

2,673

$

125

$

859

$

4,779

$

136

$

8,572

Ending balance:

 

  

 

  

 

  

 

  

 

  

 

  

Loans deemed impaired

$

$

$

25

$

226

$

2

$

253

Loans not deemed impaired

$

2,673

$

125

$

834

$

4,553

$

134

$

8,319

Loan receivables:

 

  

 

  

 

  

 

  

 

  

 

  

Ending balance

$

282,683

$

41,682

$

175,120

$

365,455

$

23,812

$

888,752

Ending balance:

 

  

 

  

 

  

 

  

 

  

 

  

Loans deemed impaired

$

5,485

$

2,555

$

547

$

1,036

$

539

$

10,162

Loans not deemed impaired

$

277,198

$

39,127

$

174,573

$

364,419

$

23,273

$

878,590

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

Commercial

Residential

Commercial

    

Real Estate

    

Real Estate

    

and Industrial

    

Indirect

Consumer

    

Totals

Six months ended June 30, 2019

Allowance for loan losses:

Beginning balance

$

1,080

$

320

$

1,542

$

2,915

$

789

$

6,646

Provision for loan losses

172

(18)

364

1,032

10

1,560

Loans charged-off

(12)

(919)

(15)

(946)

Recoveries

 

 

3

 

1

 

578

16

 

598

Ending balance

$

1,252

$

305

$

1,895

$

3,606

$

800

$

7,858

Ending balance:

 

  

 

  

 

  

 

  

 

  

 

  

Loans deemed impaired

$

$

$

41

$

69

$

11

$

121

Loans not deemed impaired

$

1,252

$

305

$

1,854

$

3,537

$

789

$

7,737

Loan receivables:

 

  

 

  

 

  

 

  

 

  

 

  

Ending balance

$

239,163

$

39,959

$

89,473

$

338,367

$

28,903

$

735,865

Ending balance:

 

  

 

  

 

  

 

  

 

  

 

  

Loans deemed impaired

$

2,054

$

2,696

$

307

$

590

$

503

$

6,150

Loans not deemed impaired

$

237,109

$

37,263

$

89,166

$

337,777

$

28,400

$

729,715

Commercial

Residential

Commercial

    

Real Estate

    

Real Estate

    

and Industrial

    

Indirect

    

Consumer

    

Totals

December 31, 2019

Allowance for loan losses:

Ending balance:

 

  

 

  

 

  

 

  

 

  

 

  

Loans deemed impaired

$

$

$

$

107

$

$

107

Loans not deemed impaired

$

2,009

$

99

$

603

$

3,010

$

126

$

5,847

Loan receivables:

 

  

 

  

 

  

 

  

 

  

 

  

Ending balance

$

268,640

$

43,726

$

90,554

$

360,569

$

26,028

$

789,517

Ending balance:

 

  

 

  

 

  

 

  

 

  

 

  

Loans deemed impaired

$

4,296

$

2,341

$

905

$

953

$

426

$

8,921

Loans not deemed impaired

$

264,344

$

41,385

$

89,649

$

359,616

$

25,602

$

780,596

In the normal course of business, the Company grants loans to officers, directors and other related parties. Balances and activity of such loans during the periods presented were not material.

4.    Premises and Equipment

Premises and equipment are summarized as follows:

June 30, 

December 31, 

    

2020

    

2019

Land

$

3,690

$

3,690

Buildings and improvements

 

25,362

 

25,371

Furniture, fixtures and equipment

 

12,523

 

12,090

Construction in process

 

790

 

267

Total

 

42,365

 

41,418

Less accumulated depreciation

 

(23,743)

 

(23,080)

Net

$

18,622

$

18,338

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

5.    Goodwill

The carrying value of goodwill did not change and was $1,410, while the accumulated impairment remained at $1,116, at both June 30, 2020 and December 31, 2019.

During the second quarter, the Company considered the facts, circumstances and general economic declines as a result of COVID-19 and accordingly, performed a qualitative impairment analysis. The Company tested the goodwill recorded and determined that no write-down was required for the first six months of 2020 or the year 2019.

6.    Intangible Assets

The changes in the carrying value of customer list intangible are as follows:

Six Months

Year Ended

Ended June 30, 

December 31, 

RAM

    

2020

    

2019

Beginning balance

$

241

$

284

Amortization

 

(21)

 

(43)

 

  

 

  

Ending balance

$

220

$

241

Accumulated amortization and impairment

$

727

$

706

The value assigned to customer list intangibles is based upon a multiple of the amount of commission revenue generated from the identified premiums. The customer lists are expected to have useful lives of 13 years and 4 months. The Company recognized $21 and $43 of amortization expense related to its intangible assets for the six months ended June 30, 2020 and the year ended December 31, 2019, respectively. The Company recognized $10 of amortization expense for the three months ended June 30, 2020.

Impairment exists when a reporting unit’s carrying value exceeds it fair value. At June 30, 2020, the Company’s reporting unit had positive equity and the Company elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the reporting unit exceeded its carrying value, including goodwill. The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment.  

As of June 30, 2020, the future amortization expense for amortizable intangible assets for the respective years is as follows:

2020

    

$

21

2021

 

42

2022

 

42

2023

 

42

2024

 

42

Thereafter

31

Total

$

220

18


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

7.    Deposits

Deposits balances are summarized as follows:

June 30, 

December 31, 

    

2020

    

2019

Noninterest bearing demand deposits

$

247,800

$

179,236

Interest bearing accounts:

 

  

 

  

NOW

 

117,925

 

95,572

Savings

 

146,913

 

121,139

Money market

 

164,437

 

158,747

Time certificates of deposit

 

232,964

 

218,649

Total interest bearing accounts

 

662,239

 

594,107

Total deposits

$

910,039

$

773,343

Included in time certificates of deposit at June 30, 2020 and December 31, 2019 were reciprocal deposits totaling $29,443 and $21,270, respectively, with original maturities of one to three years. Time certificates of deposit in denominations of $250 or greater were $46,922 and $44,605 as of June 30, 2020 and December 31, 2019, respectively.

Contractual maturities of time certificates of deposit at June 30, 2020 are summarized below:

June 30, 

    

2020

Within 1 year

$

174,646

1 – 2 years

 

37,769

2 – 3 years

 

7,093

3 – 4 years

 

7,296

4 – 5 years

 

6,160

Total

$

232,964

8.    Long-Term Debt and FHLB Stock

FHLB Borrowings and Stock

The Bank is a member of the FHLB. At June 30, 2020 and December 31, 2019, the Bank had access to a preapproved secured line of credit with the FHLB of $564,068 and $486,906, respectively. Borrowings under this line require collateralization through the pledge of specific loans and securities. At June 30, 2020 and December 31, 2019, the Bank had pledged assets of $180,161 and $168,230, respectively. At June 30, 2020, the Bank also

19


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

had structured borrowings with the FHLB in the amount of $59,016. The outstanding principal amounts and the related terms and rates at June 30, 2020 were as follows:

Term

    

Principal

    

Maturity

    

Rate

    

Due in one year

    

Long term

1 year bullet

10,000

February 1, 2021

0.80

%  

10,000

2 year amortizing

 

5,063

May 17, 2021

 

2.53

%  

 

5,063

 

2 year bullet

 

10,000

May 17, 2021

 

2.46

%  

 

10,000

 

3 year amortizing

 

3,431

May 17, 2021

 

2.92

%  

 

3,431

 

3 year amortizing

 

6,749

May 16, 2022

 

2.49

%  

 

3,333

 

3,416

3 year bullet

10,000

May 16, 2022

2.44

%  

10,000

3 year amortizing

13,773

February 28, 2023

1.32

%  

4,951

8,822

Total

$

59,016

Weighted Average Rate

 

1.95

%  

$

36,778

$

22,238

The Bank is required to maintain an investment in capital stock of the FHLB, as collateral, in an amount equal to a certain percentage of its outstanding debt. FHLB stock is considered restricted stock and is carried at cost. The Bank evaluates for impairment based on the ultimate recovery ability of the cost. No impairment was recognized at either June 30, 2020 or December 31, 2019.

Subordinated Debt

As part of the reorganization completed on January 16, 2019, the Company assumed both the common securities and related obligations of RSB Capital Trust I (“Trust”). The Trust, which has no independent assets or operations, was formed in 2005 for the sole purpose of issuing trust preferred securities and investing the proceeds thereof in an equivalent amount of junior subordinated debentures. The proceeds from the issuance of the trust preferred securities were down-streamed to the Bank and are currently considered Tier 1 capital for purposes of determining the Bank’s capital ratios. The trust securities also bear interest at 3-month LIBOR plus 2.00%. The duration of the Trust is 30 years.

The subordinated debt securities of $5,155 are unsecured obligations of the Company and are subordinate and junior in right of payment to all present and future senior indebtedness of the Company. The Company has entered into a guarantee, which together with its obligations under the subordinated debt securities and the declaration of trust governing the Trust, including its obligations to pay costs, expenses, debts and liabilities, provides a full and unconditional guarantee of amounts on the capital securities. The subordinated debentures, which bear interest at 3-month LIBOR plus 2.00% (2.30% at June 30, 2020 and 3.91% at December 31, 2019) mature on May 23, 2035.

Other Borrowings

The Bank was a participant in the Federal Reserve’s Paycheck Protection Program Lending Facility which allowed us to present the PPP loans we originated as collateral for 100% principal funding at the Federal Reserve’s discount window. The term of the borrowings under the lending facility mirrored the actual maturity of the underlying collateral and had a fixed interest rate of 0.35%. During the second quarter, we received $70,100 in funding and at June 30, 2020, had paid back all but $12,100, which was repaid on July 2, 2020.

On December 31, 2018, there was an outstanding advance on an unsecured credit line with Atlantic Community Bankers Bank of $5,000 to Rhinebeck Bancorp, MHC which was paid in full on January 16, 2019 at the close of the Company’s offering.

The Bank also has an unsecured, uncommitted $10,000 line of credit with Zions Bank. There were no advances outstanding under this line of credit at either June 30, 2020 or December 31, 2019.

20


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

9.  Employee Benefits

Pension Plan

The Bank maintains a noncontributory defined benefit pension plan covering substantially all of its employees 21 years of age or older who had completed at least one year of service as of June 30, 2012, the effective date on which, the Board of Directors of the Bank voted to freeze the its defined benefit plan.

The following table sets forth the plan’s funded status and amounts recognized in the Company’s consolidated statements of financial condition:

Six months

Year ended

ended June 30, 

December 31, 

    

2020

    

2019

Projected and accumulated benefit obligation

$

(22,599)

$

(20,953)

Plan assets at fair value

 

21,371

 

20,628

Funded status included in accrued expenses and other liabilities

$

(1,228)

$

(325)

The net periodic pension (benefit) cost and amounts recognized in other comprehensive income (loss) are as follows:

Six months ended

Six months ended

June 30, 

June 30, 

    

2020

    

2019

Interest cost

$

335

$

370

Expected return on plan assets

 

(529)

 

(470)

Amortization of unrecognized loss

 

143

 

219

Net periodic (benefit) cost

$

(51)

$

119

The expected long-term rate of return on plan assets has been determined by applying historical average investment returns from published indexes relating to the current allocation of assets in the plan. Plan assets are invested in pooled separate accounts consisting of underlying investments in eleven diversified investment funds.

As of June 30, 2020 the investment funds included seven equity funds and four fixed income funds, comprised of three bond funds and a real estate fund, each with its own investment objectives, investment strategies and risks, as detailed in the Company’s investment policy statement. The Company determines the appropriate strategic asset allocation versus plan liabilities, as governed by the investment policy statement.

The assets of the plan are invested under the supervision of the Company’s investment committee in accordance with the investment policy statement. The investment options of the plan are chosen in a manner consistent with generally accepted standards of fiduciary responsibility. The investment performance of the Company’s individual investment managers, with the assistance of the Company’s investment consultant, is monitored on a quarterly basis and is reviewed at least annually relative to the objectives and guidelines as stated in the Company’s investment policy statement.

The Company did not make a contribution to the plan in the first six months of 2020 or 2019.

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

The fair value of the Company’s pension plan assets, by fair value hierarchy, are as follows:

June 30, 2020

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

Investment in separate accounts

Fixed income

$

16,021

$

$

$

16,021

Equity

 

5,350

 

 

 

5,350

Total assets at fair value

$

21,371

$

$

$

21,371

December 31, 2019

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

Investment in separate accounts

Fixed income

$

15,372

$

$

$

15,372

Equity

 

5,256

 

 

 

5,256

Total assets at fair value

$

20,628

$

$

$

20,628

The pooled separate accounts are valued at the net asset per unit based on either the observable net asset value of the underlying investment or the net asset value of the underlying pool of securities. Net asset value is based on the value of the underlying assets owned by the fund, minus its liabilities and then divided by the number of shares outstanding. Pooled separate accounts were previously classified within level 2 of the valuation hierarchy, however, new guidance interpretation has prompted us to reclassify our input level to level 1 as the net asset value has a readily determinable fair value in a manner that is similar to that of a mutual fund.

For a detailed disclosure on the Bank’s pension and employee benefits plans, please refer to Note 10 of the Company’s Consolidated Financial Statements for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K.

Defined Contribution Plan

The Company sponsors a 401(k) defined contribution plan. Participants are permitted, in accordance with the provisions of Section 401(k) of the Internal Revenue Code, to contribute up to 25% of their earnings (as defined) into the plan with the Company matching up to 6%, subject to Internal Revenue Service limitations. The Company’s contributions charged to operations amounted to $490 and $442 for the six months ended June 30, 2020 and 2019, respectively.

Deferred Compensation Arrangements

Directors’ Plan

The Bank’s Deferred Compensation Plan for Fees of Directors, as amended and restated effective January 1, 2005 (the “Directors’ Plan”), covers Directors who elect to defer receipt of all or a portion of their fees until separation from service. Upon resignation, retirement, or death the participant’s total deferred compensation, including earnings thereon, will be paid out. At June 30, 2020 and December 31, 2019, total amounts due of $2,079 and $2,086, respectively, are included in accrued expenses and other liabilities. Total expenses related to the Directors’ Plan were $85 and $62 for the six months ended June 30, 2020 and 2019, respectively, which were included in other noninterest expense in the consolidated statements of income.

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

Executive Long-Term Incentive and Retention Plan

The Bank maintains an Executive Long-Term Incentive and Retention Plan (the “Executive Plan”). Participation in the Executive Plan is limited to officers of the Company designated as participants by the Board of Directors and who filed a properly completed and executed participation agreement in accordance with the terms of the Executive Plan. Under the Executive Plan, the Board of Directors may grant annual incentive awards equal to a percentage of a participant’s base salary at the rate in effect on the last day of the Plan year, as determined by the Board of Directors based on the attainment of criteria established annually by the Board of Directors. Incentive awards under the Executive Plan are credited to the participant’s incentive benefit account as of the last day of the Executive Plan year to which the award relates and earn interest at a rate determined annually by the Board of Directors. Participants vest in their benefit accounts in accordance with the vesting schedule approved by the Board of Directors, which ranges from one to five years of service. At June 30, 2020 and December 31, 2019, $1,198 and $1,163, respectively, is included in accrued expenses and other liabilities, which represents the cumulative amounts deferred and earnings thereon. The Company recognized expenses of $284 and $271 for the six months ended June 30, 2020 and 2019, respectively, related to this plan and which are included in salaries and employee benefits expense in the consolidated statements of income.

Group Term Replacement Plan

Under the terms of the “Group Term Replacement Plan”, the Company provides postretirement life insurance benefits to certain officers. The liability related to these postretirement benefits is being accrued over the individual participants’ service period and aggregated $1,359 and $1,330, respectively, at June 30, 2020 and December 31, 2019. The Company recognized expenses of $29 and $26 for the six-month periods ended June 30, 2020 and June 30, 2019, respectively, related to this plan which are included in salaries and employee benefits expense in the consolidated statements of income.

Other Director and Officer Postretirement Benefits

The Company has individual fee continuation agreements with certain directors and a supplemental retirement agreement with an executive officer which provide for fixed postretirement benefits to be paid to the directors and the officer, or their beneficiaries, for periods ranging from 15 to 20 years. In addition, the Company has agreements with certain directors which provide for certain postretirement life insurance benefits. The liability related to these postretirement benefits is being accrued over the individual participants’ service period and aggregated $2,134 and $2,123, respectively, at June 30, 2020 and December 31, 2019. The Company recognized expenses of $43 and $48 for the six months ended June 30, 2020 and 2019, respectively, related to these benefits which are included in other noninterest expenses in the consolidated statements of income.

Employee Stock Ownership Plan

On January 1, 2019, the Bank established an Employee Stock Ownership Plan (“ESOP”) to provide eligible employees the opportunity to own Company stock. The plan is a tax-qualified retirement plan for the benefit of Bank employees. On January 16, 2019, the Company granted a loan to the ESOP for the purchase of 436,425 shares of the Company’s common stock at a price of $10.00 per share. The loan obtained by the ESOP from the Company to purchase the common stock is payable annually over 20 years at a rate per annum equal to the Prime Rate, reset annually on January 1st (4.75% at January 1, 2020). Loan payments are funded by cash contributions from the Bank. The loan is secured by the shares purchased, which are held in a suspense account for allocation among participants as the loan is repaid. The balance of the ESOP loan at

23


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

June 30, 2020 was $4,229. Contributions are allocated to eligible participants on the basis of compensation, subject to federal tax limits. The number of shares committed to be released annually is 21,821 through 2039.

Shares held by the ESOP include the following:

    

June 30, 2020

Allocated

 

21,821

Committed to be allocated

 

10,908

Unallocated

 

403,696

Total shares

 

436,425

The fair value of unallocated shares was $2,648 at June 30, 2020.

Total compensation expense recognized in connection with the ESOP for the six months ended June 30, 2020 and 2019 was $92 and $183, respectively.

10.  Leases

As of June 30, 2020, the Company leases real estate for seven branch offices under various lease agreements. All of our leases are classified as operating leases, and therefore, were previously not recognized on the Company’s Consolidated Statements of Financial Condition. With the adoption of Topic 842, operating lease agreements are required to be recognized on the Consolidated Statements of  Financial Condition as a right-of-use (“ROU”) asset and a corresponding lease liability.

The calculated amount of the ROU assets and lease liabilities are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s leases have maturities which range from 2020 to 2035, some of which include lessee options to extend the lease term. If  the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. The weighted average remaining life of the lease terms for these leases was 13.1 years as of June 30, 2020. As most of our leases do not provide an implicit rate, the Company used its incremental borrowing rate, the rate of interest to borrow on a collateralized basis for a similar term, at the lease commencement date. The Company utilized a weighted average discount rate of 2.61% in determining the lease liability as of June 30, 2020.

For the six months ended June 30, 2020, total operating lease costs were $291 and were included in occupancy and other expense. Deferred rent liability was $195 at June 30, 2020 and $213 at December 31, 2019. The right-of-use asset, included in other assets, was $6,500 and the corresponding lease liability, included in accrued expenses and other liabilities was $6,500 as of June 30, 2020.

24


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

Future minimum payments for operating leases with initial or remaining terms of one year or more as of June 30, 2020 were as follows:

Years ending December 31:

    

2020

$

318

2021

 

637

2022

 

593

2023

 

570

2024

 

566

Thereafter

 

5,086

Total future minimum lease payments

7,770

Amounts representing interest

(1,247)

Present Value of Net Future Minimum Lease Payments

$

6,523

11.  Commitments and Contingencies

Legal Matters

The Company is involved in various legal proceedings which have arisen in the normal course of business. Management believes that resolution of these matters will not have a material effect on the Company’s financial condition or results of operations.

Employment Agreements

The Company has entered into employment agreements with certain officers. The agreements provide for base salaries and incentive compensation based on performance criteria outlined in the agreements. The agreements also provide for insurance and various other benefits.

Financial Instruments with Off-Balance-Sheet Risk

In the normal course of business, the Company is a party to financial instruments with off-balance-sheet risk to meet the financing needs of its customers. These financial instruments include standby letters of credit and commitments to extend credit, which include new loan commitments and undisbursed portions of construction loans and other lines of credit. These financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the statements of financial condition. The contractual amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The contractual amounts of commitments to extend credit represent the amounts of potential loss should the contract be fully drawn upon, the customer defaults and the value of any existing collateral become worthless. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

Financial instruments whose contract amounts represent off-balance sheet credit risk are as follows:

June 30, 

December 31, 

    

2020

    

2019

Commitments to extend credit summarized as follows:

Future loan commitments

$

11,744

$

9,881

Undisbursed construction loans

 

6,620

 

10,202

Undisbursed home equity lines of credit

 

10,494

 

10,277

Undisbursed commercial and other line of credit

 

61,470

 

59,234

Standby letters of credit

 

5,547

 

5,290

Total

$

95,875

$

94,884

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Since these commitments could expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include residential and commercial property, deposits and securities.

12.  Regulatory Matters

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

The final rules implementing the BASEL Committee on Banking Supervisor’s Capital Guidance for U.S. Banks (BASEL III) became effective for the Bank on January 1, 2016. Compliance with the requirements was phased in over a four year period with full compliance as of January 1, 2019. All presented capital ratios are calculated using BASEL III rules.

Pursuant to the Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies adopted, effective January 1, 2020, a final rule whereby financial institutions and financial institution holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio of greater than 9%, are eligible to opt into a “Community Bank Leverage Ratio” framework.  The agencies reserved the authority to disallow the use of the Community Bank Leverage Ratio by a financial institution or holding company based on the risk profile of the organization.  More recently, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and implementing rules temporarily reduced the community bank leverage ratio to 8%, to be gradually increased back to 9% by 2022. The CARES Act also provides that, during the same time period, if a qualifying community banking organization falls no more than 1% below the community bank leverage ratio, it will have a two-quarter grace period to satisfy the community bank leverage ratio.  The Bank has not elected to use the community bank leverage ratio framework.

26


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the tables below) of total, common equity Tier 1 and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier I capital (as defined) to average assets (as defined). Management believes, as of June 30, 2020 and December 31, 2019, that the Bank met all capital adequacy requirements to which they are subject.

The most recent notification from the Federal Deposit Insurance Corporation (“FDIC”) categorized the Bank as “well capitalized” under the regulatory framework. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, common equity Tier 1, Tier I risk-based and Tier I leverage ratios as set forth in the table below. There are no conditions or events since then, which management believes have changed the Bank’s category.

The Bank’s actual capital amounts and ratios were:

To be Well Capitalized under 

 

For Capital Adequacy

Prompt Corrective Action

 

Actual

Purposes

Provisions

 

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

 

June 30, 2020

 

Rhinebeck Bank

 

  

 

Total capital (to risk-weighted assets)

$

115,374

 

13.29

%  

$

69,451

 

8.00

%  

$

86,814

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

106,802

 

12.30

%  

 

52,088

 

6.00

%  

 

69,451

 

8.00

%

Common equity tier one capital (to risk weighted assets)

 

106,802

 

12.30

%  

 

39,066

 

4.50

%  

 

56,429

 

6.50

%

Tier 1 capital (to average assets)

 

106,802

 

9.80

%  

 

43,612

 

4.00

%  

 

54,515

 

5.00

%

December 31, 2019

 

Rhinebeck Bank

 

  

 

  

 

  

 

  

 

  

 

  

Total capital (to risk-weighted assets)

$

109,799

 

12.83

%  

$

68,481

 

8.00

%  

$

85,602

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

103,845

 

12.13

%  

 

51,361

 

6.00

%  

 

68,481

 

8.00

%

Common equity tier one capital (to risk weighted assets)

 

103,845

 

12.13

%  

 

38,521

 

4.50

%  

 

55,641

 

6.50

%

Tier 1 capital (to average assets)

 

103,845

 

10.84

%  

 

38,325

 

4.00

%  

 

47,907

 

5.00

%

13.  Fair Value

As described in Note 1, the Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. A description of the valuation methodologies used for assets and liabilities recorded at fair value and for estimating fair value for financial and non-financial instruments not recorded at fair value, is set forth below.

Cash and Due from Banks, Accrued Interest Receivable and Mortgagors’ Escrow Accounts

The carrying amount is a reasonable estimate of fair value.

Available for Sale Securities

Where quoted prices are available in an active market for identical securities, securities are classified within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models (i.e., matrix pricing) or quoted prices of securities with similar characteristics and are classified within Level 2 of the valuation hierarchy. Examples of such instruments include government agency bonds,

27


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

mortgage-backed securities and municipal bonds. The Company does not have any Level 3 securities for which significant unobservable inputs are utilized. Available for sale securities are recorded at fair value on a recurring basis.

FHLB Stock

The carrying value of FHLB stock approximates fair value based on the redemption provisions of the FHLB.

Loans

Loans receivable are carried at cost. For variable rate loans which reprice frequently and have no significant change in credit risk, carrying values are a reasonable estimate of fair values, adjusted for credit losses inherent in the portfolios. The fair value of fixed rate loans is estimated by discounting the future cash flows using the year end rates, estimated using local market data, at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities, adjusted for credit losses inherent in the portfolios. The Company does not record loans at fair value on a recurring basis. However, from time to time, nonrecurring fair value adjustments to collateral-dependent impaired loans are recorded to reflect partial write-downs based on the observable market price or current appraised value of collateral. The fair value of loans held for sale is estimated using quoted market prices.

Other Real Estate Owned

Other real estate owned represents real estate acquired through foreclosure and is carried at the lower of cost or fair value less estimated selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. These assets are included as Level 3 fair values, based upon the lowest level of input that is utilized in the fair value measurements.

Mortgage Servicing Rights

The fair value of mortgage servicing rights is based on a valuation model that calculates the present value of estimated future net servicing income.

Deposits

Deposit liabilities are carried at cost. The fair value of NOW, savings and money market deposits is the amount payable on demand at the reporting date. The fair value of time certificates of deposit is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities estimated using local market data to a schedule of aggregated expected maturities on such deposits.

Advances from the FHLB

The fair value of the advances is estimated using a discounted cash flow calculation that applies current FHLB interest rates for advances of similar maturity to a schedule of maturities of such advances.

FRB Borrowings

Due to the short-term nature of these instruments, the carrying value is considered to approximate fair value.

28


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

Subordinated Debt

Based on the floating rate characteristic of these instruments, the carrying value is considered to approximate fair value.

Other Borrowings

Based on the floating rate characteristic of these instruments, the carrying value is considered to approximate fair value.

Off-Balance-Sheet Instruments

Fair values for off-balance-sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standings. Such amounts are not significant.

29


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

The following tables detail the assets that are carried at fair value on a recurring basis as of the periods shown and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value:

Quoted Prices in

Active Markets

Significant

Significant

for Identical

Observable

Unobservable

    

Balance

    

Assets (Level 1)

    

Inputs (Level 2)

    

Inputs (Level 3)

June 30, 2020

U.S. government agency mortgage-backed securities-residential

$

95,688

$

$

95,688

$

U.S. government agency securities

 

5,179

 

 

5,179

 

Municipal securities

 

1,408

 

 

1,228

 

180

Corporate Bonds

2,268

2,268

Other

 

595

 

 

595

 

Total

$

105,138

$

$

104,958

$

180

    

December 31, 2019

U.S. government agency mortgage-backed securities – residential

$

98,478

$

$

98,478

$

U.S. government agency securities

 

12,076

 

 

12,076

 

Municipal securities

 

1,396

 

 

1,216

 

180

Corporate Bonds

2,273

2,273

Other

609

 

609

 

Total

$

114,832

$

$

114,652

$

180

The following tables detail the assets carried at fair value and measured at fair value on a nonrecurring basis as of June 30, 2020 and December 31, 2019 and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value:

Quoted Prices in

Active Markets

Significant

Significant

for Identical

Observable

Unobservable

    

Balance

    

Assets (Level 1)

    

Inputs (Level 2)

    

Inputs (Level 3)

June 30, 2020

Impaired loans, with specific reserves

$

559

$

$

$

559

Other real estate owned

 

1,178

 

 

 

1,178

Total

$

1,737

$

$

$

1,737

    

December 31, 2019

Impaired loans

$

239

$

$

$

239

Other real estate owned

 

1,417

 

 

 

1,417

Total

$

1,656

$

$

$

1,656

30


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

Quantitative Information About Level 3 Fair Value Measurements

Fair Value 

Valuation

Unobservable

Range

    

Estimate

    

Techniques

    

Input

    

(Weighted Average)

June 30, 2020

Impaired loans

$

559

 

Appraisal of collateral

(1)  

Appraisal adjustments

(2)  

0% to 20%

Other real estate owned

 

1,178

 

Appraisal of collateral

(1)  

Liquidation expenses

(3)  

0% to 6%

 

 

Appraisal adjustments

(2)  

0% to 20%

 

  

 

  

 

  

 

  

December 31, 2019

Impaired loans

$

239

 

Appraisal of collateral

(1)  

Appraisal adjustments

(2)  

0% to 20%

Other real estate owned

 

1,417

 

Appraisal of collateral

(1)  

Liquidation expenses

(3)  

0% to 6%

 

  

 

  

 

Appraisal adjustments

(2)  

0% to 20%


(1)

Fair value is generally through independent appraisals of the underlying collateral that generally include various level 3 inputs which are not identifiable.

(2)

Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraised value.

(3)

Estimated costs to sell.

The Company discloses fair value information about financial instruments, whether or not recognized in the statements of financial condition, for which it is practicable to estimate that value. Certain financial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The estimated fair value amounts for 2020 and 2019 have been measured as of their respective reporting dates and have not been reevaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than amounts reported at each year-end.

The information presented should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only required for a limited portion of the Company’s assets and liabilities. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful.

31


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

As of the following dates, the carrying value and fair values of the Company’s financial instruments were:

June 30, 

December 31, 

2020

2019

    

Carrying Value

    

Fair Value

    

Carrying Value

    

Fair Value

Financial Assets:

  

  

  

  

Cash and due from banks (Level 1)

$

74,574

$

74,574

$

11,978

$

11,978

Available for sale securities (Level 2)

 

105,138

 

105,138

 

114,832

 

114,832

FHLB stock (Level 2)

 

3,162

 

3,162

 

3,435

 

3,435

Loans, net (Level 3)

 

887,320

 

899,925

 

793,471

 

796,262

Accrued interest receivable (Level 2)

 

3,676

 

3,676

 

2,903

 

2,903

Mortgage servicing rights (Level 3)

 

2,265

 

3,486

 

2,226

 

4,137

Financial Liabilities:

 

  

 

  

 

  

 

  

Deposits (Level 2)

 

910,039

 

929,438

 

773,343

 

762,272

Mortgagors escrow accounts (Level 2)

 

11,366

 

11,376

 

8,106

 

8,107

FHLB advances (Level 2)

 

59,016

 

60,185

 

66,304

 

66,724

FRB borrowings (Level 2)

12,080

12,084

Subordinated debt and other borrowings (Level 2)

 

5,155

 

5,155

 

5,155

 

5,155

14.  Revenue Recognition

The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying ASC Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers. The main types of revenue contracts included in non-interest income within the consolidated statements of operations are as follows:

Fees for services to customers include service charges on deposits which are included as liabilities in the consolidated statements of financial condition and consist of transaction-based fees: stop payment fees, Automated Clearing House (ACH) fees, account maintenance fees, wire fees, official check fees and overdraft services fees for various retail and business checking customers. These fees are charged as earned on the day of the transaction or within the month of the service. Service charges on deposits are withdrawn directly from the customer’s account balance. ATM and debit card fees are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Sales of checks to depositors earn fees as a contractual discount to the retail price of the sale from a third-party provider. These fees earned are remitted by the third-party to the Company quarterly.

The Company earns interchange fee income from credit/debit cardholder transactions conducted through MasterCard payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized monthly, concurrently with the transaction processing services provided to the cardholder within the month.

The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed at which time the OREO asset is derecognized and the gain or loss on the sale is recorded. Rental income received from leased OREO property is recognized during the month it is earned.

Retail brokerage and advisory fee income is accrued monthly to properly record the revenues in the month they are earned. Advisory fees are collected in advance on a quarterly basis. These advisory fees are recorded in the

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Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

first month of the quarter for which the service is being performed. Investments into mutual funds and annuities generate fees that are recorded as revenue at the time of the initial sale. In subsequent years, the mutual funds and variable annuities generate recurring fees (referred to as 12B-1 fees) that are paid in advance on the anniversary of the original transaction. Fees that are transaction based are recognized at the point in time that the transaction is executed (i.e. trade date). Life insurance products are sold on a commission basis that generates a fee that is recorded as revenue within the month of the approved transaction.

Other income includes rental income, mortgage origination and service fees and late fees on serviced mortgages. All items are recorded as revenue within the month that the service is provided.

15.  Accumulated Other Comprehensive Loss

The activity in accumulated other comprehensive loss for the three and six months ended June 30, 2020 and 2019, is as follows:

Accumulated Other Comprehensive Loss(1)

Unrealized gains

(losses) on

Defined Benefit

available for sale

    

Pension Plan

    

securities

    

Total

Balance at March 31, 2020

$

(3,631)

$

2,412

$

(1,219)

Other comprehensive loss before reclassifications

 

(1,088)

 

(570)

 

(1,658)

Amounts reclassified from accumulated other comprehensive loss

 

56

 

 

56

Period change

 

(1,032)

 

(570)

 

(1,602)

Balance at June 30, 2020

$

(4,663)

$

1,842

$

(2,821)

Balance at March 31, 2019

$

(4,381)

$

(1,535)

$

(5,916)

Other comprehensive (loss) gain before reclassifications

 

(32)

 

1,492

 

1,460

Amounts reclassified from accumulated other comprehensive loss

 

70

 

31

 

101

Period change

 

38

 

1,523

 

1,561

Balance at June 30, 2019

$

(4,343)

$

(12)

$

(4,355)

33


Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except share and per share data)

Accumulated Other Comprehensive Loss(1)

Unrealized gains

(losses) on

Defined Benefit

available for sale

    

Pension Plan

    

securities

    

Total

Balance at December 31, 2019

$

(3,909)

$

(195)

$

(4,104)

Other comprehensive (loss) gain before reclassifications

 

(867)

 

2,014

 

1,147

Amounts reclassified from accumulated other comprehensive loss

 

113

 

23

 

136

Period change

 

(754)

 

2,037

 

1,283

Balance at June 30, 2020

$

(4,663)

$

1,842

$

(2,821)

Balance at December 31, 2018

$

(4,436)

$

(2,576)

$

(7,012)

Other comprehensive (loss) gain before reclassifications

 

(48)

 

2,533

 

2,485

Amounts reclassified from accumulated other comprehensive loss

 

141

 

31

 

172

Period change

 

93

 

2,564

 

2,657

Balance at June 30, 2019

$

(4,343)

$

(12)

$

(4,355)


(1)   All amounts are net of tax. Related income tax expense or benefit is calculated using an income tax rate of 21.0%.

16.  Earnings Per Share

Basic earnings per share represent income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Unearned ESOP shares are not deemed outstanding for earnings per share calculations. There were no potentially dilutive common stock equivalents for the three and six months ended June 30, 2020 or 2019.

Three months ended June 30,

Six months ended June 30,

    

2020

    

2019

2020

    

2019

Net income applicable to common stock

$

1,348

$

1,221

$

2,423

$

2,132

 

  

 

  

 

  

 

  

Average number of common shares outstanding

 

11,133,290

 

11,133,290

 

11,133,290

 

11,133,290

Less: Average unearned ESOP shares

 

406,423

 

428,243

 

409,150

 

430,970

Average number of common shares outstanding used to calculate basic and diluted earnings per common share

 

10,726,867

 

10,705,047

 

10,724,140

 

10,702,320

 

  

 

  

 

  

 

  

Earnings per Common share:

 

  

 

  

 

  

 

  

Basic

$

0.13

$

0.11

$

0.23

$

0.20

Diluted

$

0.13

$

0.11

$

0.23

$

0.20

34


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

General

Management’s discussion and analysis of financial condition and results of operations at June 30, 2020 and December 31, 2019 and for the three and six months ended June 30, 2020 and 2019 is intended to assist in understanding the financial condition and results of operations of the Company and the Bank. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto appearing in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” "intend," “predict,” “forecast,” “improve,” “continue,” "will," "would," "should," "could," "may" and words of similar meaning. These forward-looking statements include, but are not limited to:

statements of our goals, intentions and expectations;

statements regarding our business plans, prospects, growth and operating strategies;

statements regarding the quality of our loan and investment portfolios; and

estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Forward looking statements, by their nature, are subject to risks and uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

general economic conditions, either nationally or in our market area, that are worse than expected;

changes in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of the allowance for loan losses;

our ability to access cost-effective funding;

fluctuations in real estate values and both residential and commercial real estate market conditions;

demand for loans and deposits in our market area;

our ability to continue to implement our business strategies;

competition among depository and other financial institutions;

inflation and changes in market interest rates that reduce our margins and yields, reduce the fair value of financial instruments or reduce our volume of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make whether held in portfolio or sold in the secondary market;

35


adverse changes in the securities markets;

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

our ability to manage interest rate risk, market risk, credit risk and operational risk;

our ability to enter new markets successfully and capitalize on growth opportunities;

the imposition of tariffs or other domestic or international governmental polices impacting the value of the agricultural or other products of our borrowers;

our ability to successfully integrate into our operations any assets, liabilities or systems we may acquire, as well as new management personnel or customers, and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

changes in consumer spending, borrowing and savings habits;

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

our ability to retain key employees;

our compensation expense associated with equity allocated or awarded to our employees; and

changes in the financial condition, results of operations or prospects of issuers of securities that we own.

Further, given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be fully reopened. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

demand for our products and services may decline, making it difficult to grow assets and income;
if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;
collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;
our allowance for loan losses may have to be increased if borrowers experience financial difficulties, which will adversely affect our net income;
the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;
as the result of the decline in the Federal Reserve Board’s target federal funds rate to near 0%, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;

36


our cyber security risks are increased as the result of an increase in the number of employees working remotely;
FDIC premiums may increase if the agency experience additional resolution costs; and
we may face litigation, regulatory enforcement and reputation risk as a result of our participation in the U.S. Small Business Administration (“SBA”) Paycheck Participation Program (“PPP”) and the risk that the SBA may not fund some or all PPP loan guaranties.

Moreover, our future success and profitability substantially depends on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy. We may not be successful in finding and integrating suitable successors in the event of key employee loss or unavailability.

Additional factors that may affect our results are discussed in our Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 under the heading “Risk Factors.” Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Accordingly, you should not place undue reliance on such statements.

Critical Accounting Policies

For a detailed disclosure regarding the Company’s critical accounting policies, see Part 2, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operationsin the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission. As of June 30, 2020, the critical accounting policies of the Company have not changed materially from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2019.

Impact of COVID-19

The COVID-19 pandemic in the United States is expected to have a complex and significant adverse impact on the economy, the banking industry and the Company in future periods, all subject to a high degree of uncertainty.

Effects on Our Market Areas.

Our commercial and consumer banking products and services are offered primarily in the Hudson Valley of New York, where individual and governmental responses to the COVID-19 pandemic have led to a broad curtailment of economic activity beginning in March 2020. On that date, the Governor announced a statewide stay-at-home order, also known as the NYS on PAUSE Program, with a mandate that all non-essential workers work from home and only businesses declared as essential by the program are allowed to stay open. As cases of COVID-19 declined, New York began a phased-in reopening with the Hudson Valley reaching Phase 1 reopening on May 26, 2020 and reaching the final Phase 4 on July 7, 2020. Even with the Phase 4 reopening business operations remain limited, including that in-door dining and malls remain closed and many people still engage in limited activities. As a result of the pandemic, the state has experienced an increase in unemployment levels from an average of 3.7% in December of 2019 to 15.7% as of June 30, 2020.

Policy and Regulatory Developments.

Federal, state and local governments and regulatory authorities have enacted and issued a range of policy responses to the COVID-19 pandemic, including the following:

The Federal Reserve decreased the range for the federal funds target rate by 0.5 percent on March 3, 2020, and by another 1.0 percent on March 16, 2020, reaching a current range of 0.0 - 0.25 percent.

37


On March 27, 2020, President Trump signed the CARES Act, which established a $2 trillion economic stimulus package, including cash payments to individuals, supplemental unemployment insurance benefits and a $349 billion loan program (later increased to $660 billion) administered through the PPP. Under the PPP, small businesses, sole proprietorships, independent contractors and self-employed individuals may apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. The Bank is participating as a lender in the PPP. In addition, the CARES Act provides financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time to account for the effects of COVID-19.

On April 7, 2020, federal banking regulators issued a revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions, which, among other things, encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19, and stated that institutions generally do not need to categorize COVID-19-related modifications that meet certain criteria as TDRs and that the agencies will not direct supervised institutions to automatically categorize all COVID-19-related loan modifications as TDRs.

On April 9, 2020, the Federal Reserve announced additional measures aimed at supporting small and mid-sized businesses, as well as state and local governments impacted by COVID-19. The Federal Reserve announced the Main Street Business Lending Program, which establishes two new loan facilities intended to facilitate lending to small and mid-sized businesses: (1) the Main Street New Loan Facility (“MSNLF’), and (2) the Main Street Expanded Loan Facility (“MSELF”). MSNLF loans are unsecured term loans originated on or after April 8, 2020, while MSELF loans are provided as upsized tranches of existing loans originated before April 8, 2020. The combined size of the program will be up to $600 billion. The program is designed for businesses with up to 10,000 employees or $2.5 billion in 2019 revenues. To obtain a loan, borrowers must confirm that they are seeking financial support because of COVID-19 and that they will not use proceeds from the loan to pay off debt. The Federal Reserve also stated that it would provide additional funding to banks offering PPP loans to struggling small businesses. Lenders participating in the PPP will be able to exclude loans financed by the facility from their leverage ratio.

Pandemic Operational Preparations & Status.

Since mid-March, the Company and the Bank have felt the impact of this global pandemic. In response to the state of emergency, the Bank had temporarily suspended lobby services, which were re-opened on June 1, 2020.  Drive-thru, mobile, and online banking had become the Bank’s primary channels of serving customers during that time and remain important channels as New York State starts to move through phases of reopening. Various operational measures remain in effect to encourage social distancing and enhanced cleaning and sanitizing procedures continue at all office, drive-thru locations and ATM terminals. A Work Place Safety Program was established in May to demonstrate the Bank’s commitment to providing employees a safe and healthy work place. A phased/staggered return of non-branch staff began in June and will continue over the next several months. The wearing of face masks is now mandatory in all Bank locations and employee wellness is monitored daily. We continue to watch the latest COVID-19 developments and are following guidance provided by the Centers for Disease Control, as well as federal, state and local agencies.   

Effects on Our Business.

We currently expect that the COVID-19 pandemic and the specific developments referred to above could have a significant negative impact on our business. In particular, we anticipate that a significant portion of the Bank’s borrowers in the hotel, restaurant and retail industries will continue to endure significant economic distress, which has caused, and may continue to cause, them to draw on their existing lines of credit and adversely affect their ability to repay existing indebtedness, and is expected to adversely impact the value of collateral. These developments, together with economic conditions generally, are also expected to impact our commercial real estate portfolio, particularly with respect to real estate with exposure to these industries, and the value of certain collateral securing our loans. As a result, we anticipate that our financial condition, capital levels and results of operations will be adversely affected, as described in further detail below.

38


Loan Composition & Activity.

The following table provides information with respect to our commercial and industrial and commercial real estate loans by type at June 30, 2020 (dollars in thousands).

June 30, 2020

Commercial loans:

    

Number of Loans

Balance

Percent

 

(unaudited)  

Accommodation and Food Services

154

$

23,799

5.20

%

Administrative and Support and Waste Management and Remediation Services

111

7,213

1.58

%

Agriculture, Forestry, Fishing and Hunting

25

5,481

1.20

%

Arts, Entertainment and Recreation

48

8,738

1.91

%

Construction

280

27,895

6.09

%

Educational Services

15

5,558

1.21

%

Finance and Insurance

24

1,651

0.36

%

Health Care and Social Assistance

142

21,553

4.71

%

Information

15

1,471

0.32

%

Loans to Individuals

365

63,767

13.93

%

Management of Companies and Enterprises

1

1,609

0.35

%

Manufacturing

103

20,036

4.38

%

Mining

4

229

0.05

%

Other Services

134

12,604

2.74

%

Professional, Scientific and Technical Services

113

11,312

2.47

%

Real Estate and Rental and Leasing

447

208,831

45.62

%

Retail Trade

135

22,259

4.86

%

Transportation and Warehousing

50

2,953

0.65

%

Wholesale Trade

34

10,844

2.37

%

Total loans

2,200

$

457,803

100.00

%

U.S. Small Business Administration Paycheck Protection Program.

As part of the CARES Act, the PPP Loan Program allocated $660 billion in funds to assist small businesses. Rhinebeck Bank, as a qualified SBA lender, is an authorized participant in this program.

To meet customer demand, a bank-wide team was formed to provide communications to our customer base, establish procedures and documentation to accept loan applications under the PPP program, evaluate potential automated system solutions to process the loan applications, allocate resources to underwrite the loans, submit applications to the SBA for approval, develop new documents for the loans, and close, fund, and book the loans.   

 

As of June 29, 2020, we had received 673 applications for approximately $90.2 million of loans under the PPP. We received SBA approval for 651 applications totaling $89.3 million. By that date we had funded 647 loans for $88.7 million. As of June 30, 2020, we stopped accepting new PPP applications. To fund this additional loan demand, the Bank became a participant in the Federal Reserve’s Paycheck Protection Program Lending Facility which allowed us to present these loans as collateral for 100% principal funding at the Federal Reserve’s discount window. The term of these loans mirrored the actual maturity of the underlying collateral and has a fixed interest rate of 0.35%.  During the second quarter, we received $70.1 million in funding and at June 30, 2020, had paid back all but $12.1 million.

COVID-19 Loan Forbearance Programs

Section 4013 of the CARES Act provides that a qualified loan modification is exempt by law from classification as a TDR pursuant to GAAP.  In addition, the Office of the Comptroller of the Currency (“OCC”) in coordination with

39


other federal agencies and in consultation with state financial regulators, issued OCC Bulletin 2020-35, which provided more limited circumstances in which a loan modification is not subject to classification as a TDR. 

As of June 29, 2020, the Bank had received 2,289 deferral requests from 1,986 customers. Of these, 155 are mortgages serviced for investors with $28.1 million in outstanding balances. The remaining 2,134 accounts have a total principal of $125.0 million and a weighted average rate of 5.41%. Although the actual amount of payments deferred is not known until the deferral application is completed by collections staff, approximately $4.9 million of payments have been deferred as of June 29, 2020.

Details with respect to the Bank owned deferral requests as of June 29, 2020 are as follows (dollars in thousands):

    

Number of Loans

Balance

Weighted Rate

Commercial real estate loans:

 

(unaudited)

Non-residential

65

$

63,703

4.4

%

Multi-family

4

2,724

4.4

%

Residential real estate loans

18

4,912

4.7

%

Commercial and industrial loans

156

17,032

5.1

%

Consumer loans:

Indirect automobile

1,798

34,823

7.6

%

Home equity

11

620

3.8

%

Other consumer

82

1,176

6.6

%

Total loans

2,134

$

124,990

5.4

%

Comparison of Financial Condition at June 30, 2020 and December 31, 2019

Total Assets. Total assets were $1.1 billion at June 30, 2020, representing an increase of $154.4 million, or 15.9%, compared to $973.9 million at December 31, 2019. The increase was primarily related to increases in loans, cash and the establishment of the right-of-use lease asset of $6.5 million included in other assets.

Cash and Due from Banks. Cash and due from banks increased $62.6 million, or 522.6%, to $74.6 million at June 30, 2020 from $12.0 million at December 31, 2019 primarily due to an increase in deposits held at the Federal Reserve Bank of New York.

Investment Securities Available for Sale. Investment securities available for sale decreased $9.7 million, or 8.4%, to $105.1 million at June 30, 2020 from $114.8 million at December 31, 2019. This decrease was primarily due to principal pay-downs of $15.1 million and sales and calls of $7.0 million offset by purchases of mortgage backed securities of $10.1 million and an unrealized gain of $2.3 million.

Net Loans. Total net loans receivable were $887.3 million at June 30, 2020, an increase of $93.8 million, or 11.8%, as compared to $793.5 million at December 31, 2019. The increase was primarily due to $86.4 million of net outstanding SBA PPP loan balances. The increase in net commercial real estate loans totaled $14.0 million, or 5.2%, as compared to December 31, 2019. Our net indirect auto loan balances increased $4.9 million or 1.3% over the first six months of 2020. During the same period our allowance for loan losses increased $2.6 million, or 44.0%, to reflect the growth in our portfolio and the significant negative impact of the change in the qualitative factors due to the COVID-19 pandemic.

Non-accrual loans increased $1.2 million, or 13.9%, to $10.2 million between year-end 2019 and June 30, 2020. During the same timeframe non-performing assets increased $1.0 million, or 9.7%, to $11.3 million at June 30, 2020.

Total Liabilities. Total liabilities increased $150.6 million, or 17.4%, to $1.0 billion at June 30, 2020, primarily due to an increase in deposits of $136.7 million, an increase in the FRB borrowings of $12.1 million, a $3.3 million increase in mortgagors’ escrow accounts, the establishment of the lease liability included in accrued expenses and other liabilities of $6.5 million and was offset by a decrease of $7.3 million in FHLB advances.

40


Deposits. Deposits increased $136.7 million, or 17.7%, to $910.0 million at June 30, 2020. Interest bearing accounts grew $68.1 million, or 11.5%, to $662.2 million while non-interest bearing balances increased $68.6 million, or 38.3%, finishing the second quarter at $247.8 million. The increase in deposits was primarily due to the inflow of cash from PPP loans and an apparent flight to safety as investors fled the stock market’s volatility.

Borrowed Funds. Advances from the FHLB decreased $7.3 million from $66.3 million at December 31, 2019 to $59.0 million at June 30, 2020. At June 30, 2020, FRB borrowings increased $12.1 million used specifically to support funding for loans made under the PPP program.

Stockholders’ Equity. Stockholders’ equity increased $3.8 million to $113.7 million, primarily due to net income of $2.4 million and a net unrealized gain of $1.3 million on available for sale securities. At June 30, 2020, the Company’s book value per share was $10.21. At June 30, 2020, the Company’s ratio of stockholders’ equity-to-total assets was 10.1%. Unearned common stock held by the Bank’s employee stock ownership plan was $4.0 million at June 30, 2020.

Comparison of Operating Results for the Three and Six Months Ended June 30, 2020 and June 30, 2019

Net Income. Net income for the three months ended June 30, 2020 increased $127,000, or 10.4%, to $1.3 million, or $0.13 per basic and diluted share, compared to net income of $1.2 million for the three months ended June 30, 2019. Interest and dividend income increased $1.1 million, or 10.8%, interest expense increased $37,000, or 1.7%, the provision for loan losses increased $1.5 million or 189.1%, noninterest income increased $317,000, or 22.1%, while other expenses and taxes decreased $229,000, or 3.1%, between comparable quarters.

For the six months ended June 30, 2020, net income was $2.4 million, or $0.23 per basic and diluted share, compared to $2.1 million for the six months ended June 30, 2019. Interest income increased by $2.5 million, or 12.7%, and noninterest income increased $613,000, or 22.7%, between the two six-month periods. These revenue gains were partially offset by a $668,000, or 16.8%, increase in interest expense, a $1.9 million, or 121.5%, increase in provision for loan losses, and a $234,000, or 1.6%, increase in other noninterest and tax expenses during the equivalent timeframes.

Net Interest Income. Net interest income increased $1.1 million, or 13.3%, to $9.0 million for the three months ended June 30, 2020 compared to the quarter ended June 30, 2019. The ratio of average interest-earning assets to average interest-bearing liabilities improved 2.4% to 139.72% while our net interest margin declined by 34 basis points to 3.41% when comparing the second quarter of 2020 to the same period in 2019. The decline in the net interest margin was primarily due to lower earning asset yields which have fallen due to the significant decline in the interest rate environment and the addition of lower yielding PPP loans.

For the six months ended June 30, 2020, net interest income increased $1.8 million, or 11.7%, to $17.3 million from $15.5 million for the comparable 2019 period. Overall there was a 26 basis point decline in net interest margin to 3.51%, when comparing the respective six month periods, while the ratio of average interest-earning assets to average interest-bearing liabilities improved 0.2% to 137.89%.

Interest Income. Interest income increased $1.1 million, or 10.8%, to $11.2 million for the three months ended June 30, 2020 from $10.1 million for the comparable 2019 period. The average balances of interest-earning assets increased by $209.6 million, or 24.7%, to $1.1 billion while the average yield decreased by 53 basis points to 4.26%.

For the six months end June 30, 2020, interest income increased $2.5 million, or 12.7%, to $22.0 million from $19.5 million for the six months ended June 30, 2019. The average balance of interest-earning assets increased by $162.6 million, or 19.6%, to $991.2 million while the average yield declined by 29 basis points to 4.45% when comparing the six-month periods ended June 30, 2020 and 2019.

In both comparable periods, interest income increases were mostly driven by higher average earning assets, primarily loans, that were offset by lower earning asset yields due to the addition of lower yielding PPP loans and the significant decline in the interest rate environment.

Interest Expense. Interest expense increased $37,000, or 1.7%, to $2.2 million for the three months ended June 30, 2020 over the comparable 2019 period. The average balance of total interest-bearing liabilities increased by $135.7

41


million, or 21.8%, to $756.9 million while interest rates on those balances decreased 23 basis points to an average of 1.19% when comparing the quarters ended June 30, 2020 and 2019.

For the six months ended June 30, 2020, interest expense grew $668,000, or 16.8%, to $4.7 million from $4.0 million for the comparable 2019 period, as the average balance of total interest-bearing liabilities increased by $116.9 million, or 19.4%, year over year. The increase in the interest expense was partially offset by a decrease in the overall cost of average interest-bearing liabilities by 4 basis points to 1.30% for the first half of 2020 from the first half of 2019.

Provision for Loan Losses. We recorded a provision for loan losses of $2.3 million for the three months ended June 30, 2020 as compared to $780,000 for the comparable prior year period. Net charge-offs for the quarter ended June 30, 2020 totaled $303,000 compared to $105,000 for the respective period in 2019.

We recorded a $3.5 million provision for loan losses through the first six months of 2020 as compared to $1.6 million for the same six months in 2019, an increase of 121.5% period over period. For the six-month period ended June 30, 2020, net charge-offs were $837,000, an increase of $489,000, or 140.5%, when compared to the comparative 2019 period.

The increase in the provision was mainly attributable to the significant negative impact of the change in qualitative factors reflecting the diminished economic environment resulting from the COVID-19 pandemic and the resultant risk the pandemic poses for the Bank’s borrowers, which will likely lead to credit quality deterioration. The amount of increase in our loan loss allowance related to the economic environment was based, in part, on the amount of loans to borrowers that had their loan payments deferred because they had been negatively impacted by the pandemic.

Non-Interest Income. Non-interest income totaled $1.8 million for the three months ended June 30, 2020; an increase of $317,000, or 22.1%, from the comparable period in the prior year. Net gain on the sale of loans increased $690,000, or 274.9%, which was offset by a $219,000 decrease in service charges on deposit accounts, a $79,000 decrease in investment advisory income and a $110,000 decrease in other non-interest income.

Non-interest income increased $613,000, or 22.7%, to $3.3 million for the six months ended June 30, 2020. In the six months ended June 30, 2020, net gain on the sale of loans increased $989,000, or 237.2% while investment advisory income increased $20,000 to $562,000. These increases were offset by a $265,000 decrease in service charges on deposit accounts and a $124,000 decrease in other non-interest income affected primarily by increased amortization of mortgage servicing rights.

Non-Interest Expense. For the second quarter of 2020, non-interest expense decreased $283,000, or 4.0%, to $6.8 million over the comparable 2019 period.  The decrease was primarily due to decreased automobile loan expenses as automobile lending volumes decreased as a result of COVID-19. Fees such as dealer loan fees, appraisal and loan review fees were all substantially lower during the second quarter of 2020.

For the six months ended June 30, 2020, non-interest expense increased $98,000, or 0.7%, to $14.1 million over the comparative six-month period in 2019. Salaries and benefits increased $317,000, or 4.0%, which was primarily attributable to annual merit increases, production incentives and employee benefit expense increases. This increase was substantially offset by the decreased automobile loan fees described above.

Income Taxes. Income taxes increased by $54,000 for the three months ended June 30, 2020 as compared to the comparable period in 2019 as our income before income taxes increased.  Our effective tax rate for the three months ended June 30, 2020 was 21.0% compared to 20.0% for the three months ended June 30, 2019.

For the six months ended June 30, 2020, income taxes increased $136,000, or 25.7%, to $666,000 in the first half of 2020 from $530,000 for the comparable 2019 period. Our effective tax rate for the six months ended June 30, 2020 was 21.6% as compared to 19.9% for the six months ended June 30, 2019.

42


Average Balance Sheets for the Three and Six Months Ended June 30, 2020 and 2019

The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances, the yields set forth below include the effect of deferred fees and discounts and premiums that are amortized or accreted to interest income (dollars in thousands).

For the Three Months Ended June 30, 

2020

2019

    

Average

    

Interest and

    

    

Average

    

Interest and

    

    

Balance

Dividends

Yield/Cost

Balance

Dividends

Yield/Cost

(unaudited)

Assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

Interest bearing depository accounts

$

66,351

$

13

 

0.08

%  

$

1,403

$

6

 

1.72

%  

Loans(1)

 

876,809

 

10,569

 

4.85

%  

 

731,075

 

9,401

 

5.16

%  

Available for sale securities

 

114,405

 

631

 

2.22

%  

 

115,448

 

713

 

2.48

%  

Total interest-earning assets

1,057,565

11,213

 

4.26

%  

847,926

10,120

 

4.79

%  

Non-interest-earning assets

 

61,092

 

  

 

  

 

52,040

 

  

 

  

Total assets

$

1,118,657

 

  

 

  

$

899,966

 

  

 

  

Liabilities and equity:

 

  

 

  

 

  

 

  

 

  

 

  

NOW accounts

$

107,062

$

61

 

0.23

%  

$

98,201

$

79

 

0.32

%  

Money market accounts

 

164,676

 

417

 

1.02

%  

 

133,054

 

436

 

1.31

%  

Savings accounts

 

136,898

 

89

 

0.26

%  

 

120,498

 

106

 

0.35

%  

Certificates of deposit

 

232,056

 

1,265

 

2.19

%  

 

181,778

 

994

 

2.19

%  

Total interest-bearing deposits

 

640,692

 

1,832

 

1.15

%  

 

533,531

 

1,615

 

1.21

%  

Escrow accounts

 

9,526

 

27

 

1.14

%  

 

8,732

 

26

 

1.19

%  

Federal Home Loan Bank advances

 

101,564

 

336

 

1.33

%  

 

73,840

 

498

 

2.71

%  

Subordinated debt

 

5,155

 

41

 

3.20

%  

 

5,155

 

60

 

4.67

%  

Other interest-bearing liabilities

 

116,245

 

404

 

1.40

%  

 

87,727

 

584

 

2.67

%  

Total interest-bearing liabilities

756,937

2,236

 

1.19

%  

621,258

2,199

 

1.42

%  

Non-interest-bearing deposits

 

230,116

 

  

 

  

 

164,911

 

  

 

  

Other non-interest-bearing liabilities

 

16,868

 

  

 

  

 

9,901

 

  

 

  

Total liabilities

1,003,921

 

  

 

  

796,070

 

  

 

  

Total stockholders’ equity

 

114,736

 

  

 

  

 

103,896

 

  

 

  

Total liabilities and stockholders’ equity

$

1,118,657

 

  

 

  

$

899,966

 

  

 

  

Net interest income

 

  

$

8,977

 

  

 

  

$

7,921

 

  

Interest rate spread

 

  

 

  

 

3.07

%  

 

  

 

  

 

3.37

%

Net interest margin(2)

 

  

 

  

 

3.41

%  

 

  

 

  

 

3.75

%  

Average interest-earning assets to average interest-bearing liabilities

 

  

 

  

 

139.72

%  

 

  

 

  

 

136.49

%  

43


For the Six Months Ended June 30, 

2020

2019

    

Average

    

Interest and

    

    

Average

    

Interest and

    

    

Balance

Dividends

Yield/Cost

Balance

Dividends

Yield/Cost

(Dollars in thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

Interest bearing depository accounts

$

35,345

$

24

 

0.14

%  

$

3,716

$

41

 

2.22

%  

Loans(1)

 

839,973

 

20,615

 

4.94

%  

 

713,530

 

18,116

 

5.12

%  

Available for sale securities

 

115,850

 

1,314

 

2.28

%  

 

111,330

 

1,321

 

2.39

%  

Total interest-earning assets

991,168

21,953

 

4.45

%  

828,576

19,478

 

4.74

%  

Non-interest-earning assets

 

59,968

 

  

 

  

 

52,292

 

  

 

  

Total assets

$

1,051,136

 

  

 

  

$

880,868

 

  

 

  

Liabilities and equity:

 

  

 

  

 

  

 

  

 

  

 

  

NOW accounts

$

102,775

$

119

 

0.23

%  

$

96,165

$

152

 

0.32

%  

Money market accounts

 

159,940

 

913

 

1.15

%  

 

134,409

 

851

 

1.28

%  

Savings accounts

 

130,571

 

169

 

0.26

%  

 

121,113

 

212

 

0.35

%  

Certificates of deposit

 

229,030

 

2,629

 

2.31

%  

 

172,843

 

1,764

 

2.06

%  

Total interest-bearing deposits

 

622,316

 

3,830

 

1.24

%  

 

524,530

 

2,979

 

1.15

%  

Escrow accounts

 

8,086

 

46

 

1.14

%  

 

7,548

 

44

 

1.18

%  

Federal Home Loan Bank advances

 

83,275

 

688

 

1.66

%  

 

64,283

 

853

 

2.68

%  

Subordinated debt

 

5,155

 

91

 

3.55

%  

 

5,583

 

111

 

4.01

%  

Other interest-bearing liabilities

 

96,516

 

825

 

1.72

%  

 

77,414

 

1,008

 

2.63

%  

Total interest-bearing liabilities

718,832

4,655

 

1.30

%  

601,944

3,987

 

1.34

%  

Non-interest-bearing deposits

 

202,986

 

  

 

  

 

163,182

 

  

 

  

Other non-interest-bearing liabilities

 

15,841

 

  

 

  

 

16,715

 

  

 

  

Total liabilities

937,659

 

  

 

  

781,841

 

  

 

  

Total stockholders’ equity

 

113,477

 

  

 

  

 

99,027

 

  

 

  

Total liabilities and stockholders’ equity

$

1,051,136

 

  

 

  

$

880,868

 

  

 

  

Net interest income

 

  

$

17,298

 

  

 

  

$

15,491

 

  

Interest rate spread

 

  

 

  

 

3.15

%  

 

  

 

  

 

3.40

%  

Net interest margin(2)

 

  

 

  

 

3.51

%  

 

  

 

  

 

3.77

%  

Average interest-earning assets to average interest-bearing liabilities

 

  

 

  

 

137.89

%  

 

  

 

  

 

137.65

%  


(1)

Non-accruing loans are included in the outstanding loan balance.

(2)

Represents the difference between interest earned and interest paid, divided by average total interest earning assets.

44


Rate/Volume Analysis

The following tables present the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume (in thousands).

Three Months Ended June 30, 2020

Six Months Ended June 30, 2020

Compared to Three Months Ended

Compared to Six Months Ended

June 30, 2019

June 30, 2019

Increase (Decrease)

Increase (Decrease)

Due to

Due to

    

Volume

    

Rate

    

Net

    

Volume

    

Rate

    

Net

(unaudited)

(unaudited)

Interest income:

 

  

 

  

 

  

 

  

 

  

 

  

Interest bearing depository accounts

$

7

$

$

7

$

(19)

$

2

$

(17)

Loans receivable

 

1,672

 

(504)

 

1,168

 

3,137

 

(638)

 

2,499

Marketable securities

 

(7)

 

(75)

 

(82)

 

46

 

(53)

 

(7)

Total interest-earning assets

 

1,672

 

(579)

 

1,093

 

3,164

 

(689)

 

2,475

Interest expense:

 

  

 

  

 

  

 

  

 

  

 

  

Deposits

 

(62)

 

280

 

218

 

792

 

61

 

853

Escrow accounts

 

2

 

(1)

 

1

 

3

 

(2)

 

1

Federal Home Loan Bank advances

 

458

 

(621)

 

(163)

 

582

 

(748)

 

(166)

Subordinated debt

 

 

(19)

 

(19)

 

(8)

 

(12)

 

(20)

Total interest-bearing liabilities

 

398

 

(361)

 

37

 

1,369

 

(701)

 

668

Net increase in net interest income

$

1,274

$

(218)

$

1,056

$

1,795

$

12

$

1,807

Management of Market Risk

General. The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage our exposure to changes in market interest rates. Accordingly, the Board of Directors established a management-level Asset/Liability Management Committee (the “ALCO”), which takes initial responsibility for reviewing the asset/liability management process and related procedures, establishing and monitoring reporting systems and ascertaining that established asset/liability strategies are being maintained. On at least a quarterly basis, the ALCO reviews and reports asset/liability management outcomes. This committee also implements any changes in strategies and reviews the performance of any specific asset/liability management actions that have been implemented.

We try to manage our interest rate risk to minimize the exposure of our earnings and capital to changes in market interest rates. We have implemented the following strategies to manage our interest rate risk: originating loans with adjustable interest rates or with shorter terms, promoting core deposit products, and adjusting the interest rates and maturities of funding sources, as necessary. By following these strategies, we believe that we are better positioned to react to changes in market interest rates.

Net Economic Value Simulation. We analyze our sensitivity to changes in interest rates through a net economic value of equity (“EVE”) model. EVE represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities adjusted for the value of off-balance sheet contracts. The EVE ratio represents the dollar amount of our EVE divided by the present value of our total assets for a given interest rate scenario. EVE attempts to quantify our economic value using a discounted cash flow methodology while the EVE ratio reflects that value as a form of capital ratio. We estimate what our EVE would be at a specific date. We then forecast what the EVE might be at the same date throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve. We currently calculate EVE under scenarios where interest rates increase 100,

45


200, 300 and 400 basis points from current market rates and where interest rates decrease 100 basis points from current market rates.

The following table presents the estimated changes in our EVE that would result from changes in market interest rates at June 30, 2020. All estimated changes presented in the table are within the policy limits approved by our Board of Directors (dollars in thousands).

Net Economic

 

Value as Percent of

 

Net Economic Value

of Assets

 

    

Dollar

    

Dollar

    

Percent

    

EVE

    

Percent

 

Basis Point Change in Interest Rates

Amount

Change

Change

Ratio

Change

 

(unaudited)

 

400

$

76,998

$

(18,462)

 

(19.3)

%  

7.48

%  

(10.7)

%

300

 

82,964

 

(12,496)

 

(13.1)

%  

7.86

%  

(6.1)

%

200

 

89,269

 

(6,191)

 

(6.5)

%  

8.23

%  

(1.6)

%

100

 

95,225

 

(235)

 

(0.2)

%  

8.55

%  

(2.1)

%

0

 

95,460

 

 

%  

8.37

%  

%

(100)

$

75,166

$

(20,294)

 

(21.3)

%  

6.46

%  

(22.8)

%

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The above table assumes that the composition of our interest-sensitive assets and liabilities existing at the date indicated remains constant uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the table provides an indication of our interest rate risk exposure at a point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our EVE and will likely differ from actual results.

Liquidity and Capital Resources

We maintain liquid assets at levels we consider adequate to meet both our short-term and long-term liquidity needs. We adjust our liquidity levels to fund deposit outflows, repay our borrowings and to fund loan commitments. We also adjust liquidity as appropriate to meet asset and liability management objectives.

Our primary sources of liquidity are deposits, loan sales, amortization and prepayment of loans and mortgage-backed securities, maturities of investment securities and other short-term investments, and earnings and funds provided from operations, as well as access to FHLB advances and other borrowings. While scheduled principal repayments on loans and mortgage-backed securities are a relatively predictable source of funds, deposit flows and loan sales and prepayments are greatly influenced by market interest rates, economic conditions, and rates offered by our competition. We set the interest rates on our deposits to maintain a desired level of total deposits.

A portion of our liquidity consists of cash and cash equivalents and borrowings, which are a product of our operating, investing and financing activities. At June 30, 2020, $74.6 million of our assets were held in cash and cash equivalents. Short-term investment securities (maturing in one year or less) totaled $175,000 at June 30, 2020. As of June 30, 2020, we had $59.0 million of structured borrowings outstanding from the FHLB, of which $36.8 million is due within the next 12 months. We have access to FHLB advances of up to $564.1 million. As of June 30, 2020, we had $12.1 million of structured borrowings from the FRB under the PPP Lending Facility, which was paid in full on July 2, 2020.

At June 30, 2020, we had $95.9 million in loan commitments outstanding, which included $6.6 million in undisbursed construction loans, $10.5 million in unused home equity lines of credit, $61.5 million in commercial lines of credit, $11.7 million in future loan commitments and $5.6 million in standby letters of credit. Certificates of deposit due within one year of June 30, 2020 totaled $174.6 million, or 75.0% of certificates of deposit. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before June 30, 2021. We believe, however, based on past

46


experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

As reported in the Consolidated Statements of Cash Flows, our cash flows are classified for financial reporting purposes as operating, investing or financing cash flows. Net cash provided by operating activities was $2.5 million and $3.5 million for the six months ended June 30, 2020 and 2019, respectively. These amounts differ from our net income because of a variety of cash receipts and disbursements that did not affect net income for the respective periods. Net cash used for investing activities was $84.7 million and $67.5 million in the six months ended June 30, 2020 and 2019, respectively, principally reflecting our loan and investment security activities in the respective periods. Net increase in loan balances outstanding had the most significant effect, as net cash used amounted to $96.2 million and $58.7 million in the six months ended June 30, 2020 and 2019, respectively. Deposit and borrowing cash flows have traditionally comprised most of our financing activities which resulted in net cash provided of $144.7 million and $25.4 million for the six months ended June 30, 2020 and 2019, respectively. For the six months ended June 30, 2020, interest-bearing deposits increased $68.1 million, while non-interest-bearing deposits increased $68.6 million over year-end 2019. For the six months ended June 30, 2019, deposit and borrowing cash flows were primarily offset by the return of unfulfilled offering subscriptions of $41.1 million related to our initial stock offering.

We also have obligations under our post retirement plan as described in Note 9 to the Consolidated Financial Statements. The post retirement benefit payments represent actuarially determined future payments to eligible plan participants. We froze our pension plan in 2012.

Impact of Inflation and Changing Prices

The financial statements and related notes of Rhinebeck Bancorp, Inc. have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration for changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than the effects of inflation.

Item 3.          Quantitative and Qualitative Disclosures About Market Risk

For information regarding market risk, see “Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operation- Management of Market Risk.”

Item 4.           Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2020. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the six months ended June 30, 2020, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART 2 — OTHER INFORMATION

Item 1.           Legal Proceedings

Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing

47


of real property loans and other issues incident to our business. At June 30, 2020, we were not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.

Item 1A.        Risk Factors

There have been no material changes in risk factors applicable to the Company from those disclosed in “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

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

None.

Item 3.           Defaults Upon Senior Securities

None.

Item 4.           Mine Safety Disclosures

Not applicable.

Item 5.           Other Information

None.

48


Item 6.           Exhibits

3.1

Articles of Incorporation of Rhinebeck Bancorp, Inc. (Incorporated by reference to the Registration Statement on Form S-1 of Rhinebeck Bancorp, Inc. (File no. 333-227266), originally filed with the Securities and Exchange Commission on September 10, 2018.)

3.2

Bylaws of Rhinebeck Bancorp, Inc. (Incorporated by reference to the Current Report on Form 8-K of Rhinebeck Bancorp, Inc. (File no. 333-227266), filed with the Securities and Exchange Commission on September 27, 2019.)

4.0

Form of Common Stock Certificate of Rhinebeck Bancorp, Inc. (Incorporated by reference to the Registration Statement on Form S-1 of Rhinebeck Bancorp, Inc. (File no. 333-227266), originally filed with the Securities and Exchange Commission on September 10, 2018.)

10.1

Rhinebeck Bancorp, Inc. 2020 Equity Incentive Plan (Incorporated by reference to the Appendix A to the proxy statement for the 2020 Annual Meeting of Stockholders of Rhinebeck Bancorp, Inc. (File no. 001-38779), filed with the Securities and Exchange Commission on April 21, 2020.)

31.1

Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.0

The following materials for the period ended June 30, 2020, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements

49


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

RHINEBECK BANCORP, INC.

 

 

Date: August 13, 2020

/s/ Michael J. Quinn

 

Michael J. Quinn
President and Chief Executive Officer

 

 

Date: August 13, 2020

/s/ Michael J. McDermott

 

Michael J. McDermott
Chief Financial Officer

50