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Rhinebeck Bancorp, Inc. - Quarter Report: 2022 September (Form 10-Q)

Table of Contents

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 September 30, 2022

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 November 1, 2022, there were 11,284,565 shares of the Registrant’s common stock, par value $0.01 per share, outstanding.

Table of Contents

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

1

Consolidated Statements of Financial Condition at September 30, 2022 and December 31, 2021

1

Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2022 and 2021

2

Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021

3

Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021

4

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021

5

Notes to Consolidated Financial Statements

6

Item 2.

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

39

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

50

Item 4.

Controls and Procedures

50

PART II. OTHER INFORMATION

51

Item 1.

Legal Proceedings

51

Item 1A.

Risk Factors

51

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

51

Item 3.

Defaults Upon Senior Securities

51

Item 4.

Mine Safety Disclosures

51

Item 5.

Other Information

51

Item 6.

Exhibits

52

SIGNATURES

53

PART I — FINANCIAL INFORMATION

ITEM 1.

Rhinebeck Bancorp, Inc. and Subsidiary

Consolidated Statements of Financial Condition (Unaudited)

(In thousands, except share and per share data)

September 30, 

December 31, 

    

2022

    

2021

Assets

Cash and due from banks

$

28,110

$

72,091

Available for sale securities (at fair value)

 

229,030

 

280,283

Loans receivable (net of allowance for loan losses of $8,492 and $7,559, respectively)

 

951,282

 

854,967

Federal Home Loan Bank stock

 

2,350

 

1,322

Accrued interest receivable

 

2,644

 

3,366

Cash surrender value of life insurance

 

29,635

 

29,131

Deferred tax assets (net of valuation allowance of $462 and $454, respectively)

 

10,256

 

3,352

Premises and equipment, net

 

18,858

 

19,183

Goodwill

 

2,235

 

2,235

Intangible assets, net

 

358

 

433

Other assets

 

17,925

 

14,803

Total assets

$

1,292,683

$

1,281,166

Liabilities and Stockholders’ Equity

 

  

 

  

Liabilities

 

  

 

  

Deposits

 

  

 

  

Non-interest bearing

$

309,319

$

314,814

Interest bearing

 

800,873

 

787,185

Total deposits

 

1,110,192

 

1,101,999

Mortgagors’ escrow accounts

 

5,895

 

9,130

Advances from the Federal Home Loan Bank

 

37,541

 

18,041

Subordinated debt

 

5,155

 

5,155

Accrued expenses and other liabilities

 

27,098

 

20,872

Total liabilities

 

1,185,881

 

1,155,197

Stockholders’ Equity

 

  

 

  

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

Common stock (par value $0.01; authorized 25,000,000; issued and outstanding 11,284,565 at September 30, 2022 and 11,296,103 December 31, 2021)

 

113

 

113

Additional paid-in capital

 

46,922

 

46,573

Unearned common stock held by the employee stock ownership plan

(3,546)

(3,709)

Retained earnings

 

95,816

 

89,627

Accumulated other comprehensive loss:

 

 

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

 

(28,034)

 

(2,734)

Defined benefit pension plan, net of taxes

 

(4,469)

 

(3,901)

Total accumulated other comprehensive loss

 

(32,503)

 

(6,635)

Total stockholders’ equity

 

106,802

 

125,969

Total liabilities and stockholders’ equity

$

1,292,683

$

1,281,166

See accompanying notes to consolidated financial statements

1

Rhinebeck Bancorp, Inc. and Subsidiary

Consolidated Statements of Income (Unaudited)

(In thousands, except share and per share data)

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2022

    

2021

    

2022

    

2021

Interest and Dividend Income

Interest and fees on loans

$

11,404

$

10,402

$

32,212

$

30,722

Interest and dividends on securities

 

1,002

 

623

 

2,844

 

1,560

Other income

 

147

 

34

 

210

 

66

Total interest and dividend income

 

12,553

 

11,059

 

35,266

 

32,348

Interest Expense

 

  

 

  

 

  

 

  

Interest expense on deposits

 

1,262

 

866

 

2,773

 

2,816

Interest expense on borrowings

 

194

 

134

 

415

 

562

Total interest expense

 

1,456

 

1,000

 

3,188

 

3,378

Net interest income

 

11,097

 

10,059

 

32,078

 

28,970

Provision for (credit to) loan losses

 

545

 

(954)

 

1,112

 

(2,171)

Net interest income after provision for (credit to) loan losses

 

10,552

 

11,013

 

30,966

 

31,141

Non-interest Income

 

  

 

  

 

  

 

  

Service charges on deposit accounts

 

713

 

664

 

2,125

 

1,891

Net realized loss on sales and calls of securities

 

(8)

 

 

(170)

 

Net gain on sales of loans

 

147

 

502

 

840

 

2,179

Increase in cash surrender value of life insurance

 

163

 

158

 

481

 

412

Net gain from sale of other real estate owned

 

 

 

 

2

Gain on disposal of premises and equipment

 

 

 

 

17

Gain on life insurance

 

 

 

 

195

Investment advisory income

 

229

 

237

 

932

 

812

Other

 

145

 

78

 

395

 

228

Total non-interest income

 

1,389

 

1,639

 

4,603

 

5,736

Non-interest Expense

 

  

 

  

 

  

 

  

Salaries and employee benefits

 

5,357

 

5,162

 

16,393

 

14,749

Occupancy

 

1,097

 

1,060

 

3,394

 

3,052

Data processing

 

479

 

450

 

1,421

 

1,269

Professional fees

 

419

 

439

 

1,292

 

1,375

Marketing

 

140

 

119

 

458

 

353

FDIC deposit insurance and other insurance

 

226

 

201

 

602

 

542

Other real estate owned expense

 

 

4

 

 

7

Amortization of intangible assets

 

24

 

27

 

75

 

69

Other

 

1,497

 

1,676

 

4,194

 

4,551

Total non-interest expense

 

9,239

 

9,138

 

27,829

 

25,967

Income before income taxes

 

2,702

 

3,514

 

7,740

 

10,910

Provision for income taxes

 

595

 

829

 

1,551

 

2,339

Net income

$

2,107

$

2,685

$

6,189

$

8,571

Earnings per common share:

Basic

$

0.19

$

0.25

$

0.57

$

0.80

Diluted

$

0.19

$

0.25

$

0.56

$

0.79

Weighted average shares outstanding, basic

10,844,240

10,774,038

10,826,862

10,755,342

Weighted average shares outstanding, diluted

10,996,309

10,946,935

10,999,745

10,914,429

See accompanying notes to consolidated financial statements

2

Rhinebeck Bancorp, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands, except share and per share data)

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2022

    

2021

    

2022

    

2021

Net Income

$

2,107

$

2,685

$

6,189

$

8,571

Other Comprehensive Loss:

 

 

 

 

Unrealized holding losses arising during the period

 

(11,193)

 

(597)

 

(32,196)

 

(2,014)

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

 

8

 

 

170

 

Net unrealized losses on available for sale securities

 

(11,185)

 

(597)

 

(32,026)

 

(2,014)

Tax effect (a)

 

2,349

 

125

 

6,726

 

423

Unrealized losses on available for sale securities, net of tax

 

(8,836)

 

(472)

 

(25,300)

 

(1,591)

Defined benefit pension plan:

 

  

 

  

 

  

 

  

Actuarial gains (losses) arising during the period

 

53

 

(152)

 

(919)

 

(105)

Reclassification adjustment for amortization of net actuarial loss (b)

 

66

 

90

 

200

 

269

Total

 

119

 

(62)

 

(719)

 

164

Tax effect (c)

 

(25)

 

13

 

151

 

(34)

Defined benefit pension plan gains (losses), net of tax

 

94

 

(49)

 

(568)

 

130

Other comprehensive loss:

 

(8,742)

 

(521)

 

(25,868)

 

(1,461)

Total Comprehensive (Loss) Income

$

(6,635)

$

2,164

$

(19,679)

$

7,110

(a)

Includes $2 and $36 for the three and nine months ended September 30, 2022 and $0 for the three and nine months ended September 30, 2021, for tax effect of realized gains or losses which are included in the provision for income taxes on the consolidated statements of income.

(b)

Included in other non-interest expense on the consolidated statements of income.

(c)

Includes $14 and $42 for the three and nine months ended September 30, 2022 and $19 and $56 for the three and nine months ended September 30, 2021, respectively, for tax effect of amortization of net actuarial loss, which are included in the provision for income taxes on the consolidated statements of income.

See accompanying notes to consolidated financial statements

3

Rhinebeck Bancorp, Inc. and Subsidiary

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(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, 2020

$

111

$

46,038

$

(3,928)

$

78,069

$

(3,791)

$

116,499

 

  

 

  

 

  

 

  

 

  

 

Net income

 

 

 

 

3,321

 

 

3,321

Other comprehensive loss

 

 

 

 

(1,169)

 

(1,169)

ESOP shares committed to be allocated

 

 

(3)

 

55

 

 

 

52

Share-based compensation expense

 

153

 

 

 

 

153

Balance at March 31, 2021

$

111

$

46,188

$

(3,873)

$

81,390

$

(4,960)

$

118,856

Net income

 

 

 

 

2,565

 

 

2,565

Other comprehensive income

 

 

 

 

 

229

 

229

ESOP shares committed to be allocated

 

 

3

 

54

 

 

 

57

Share-based compensation expense

 

155

 

 

 

 

155

Balance at June 30, 2021

$

111

$

46,346

$

(3,819)

$

83,955

$

(4,731)

$

121,862

Net income

 

 

 

 

2,685

 

 

2,685

Other comprehensive income

 

 

 

 

(521)

 

(521)

ESOP shares committed to be allocated

 

4

55

 

59

Share-based compensation expense

 

 

156

 

 

 

 

156

Exercise of options

 

39

 

 

 

 

39

Restricted stock awards, net of taxes withheld

1

 

(77)

 

 

 

 

(76)

Balance at September 30, 2021

$

112

$

46,468

$

(3,764)

$

86,640

$

(5,252)

$

124,204

Balance at December 31, 2021

$

113

$

46,573

$

(3,709)

$

89,627

$

(6,635)

$

125,969

 

  

 

  

 

  

 

  

 

  

 

Net income

 

 

 

 

2,053

 

 

2,053

Other comprehensive loss

 

 

 

 

 

(10,939)

 

(10,939)

ESOP shares committed to be allocated

4

54

58

Share-based compensation expense

152

 

152

Balance at March 31, 2022

$

113

$

46,729

$

(3,655)

$

91,680

$

(17,574)

$

117,293

 

  

 

  

 

  

 

  

 

  

 

Net income

 

 

 

 

2,029

 

 

2,029

Other comprehensive loss

 

 

 

 

 

(6,187)

 

(6,187)

ESOP shares committed to be allocated

(1)

54

53

Share-based compensation expense

 

 

153

 

 

 

 

153

Balance at June 30, 2022

$

113

$

46,881

$

(3,601)

$

93,709

$

(23,761)

$

113,341

Net income

 

 

 

 

2,107

 

 

2,107

Other comprehensive income

 

 

 

 

 

(8,742)

 

(8,742)

ESOP shares committed to be allocated

(3)

55

52

Share-based compensation expense

 

 

155

 

 

 

 

155

Share redemption for tax withholding on restricted stock vesting

(111)

(111)

Balance at September 30, 2022

$

113

$

46,922

$

(3,546)

$

95,816

$

(32,503)

$

106,802

See accompanying notes to consolidated financial statements

4

Rhinebeck Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)

(In thousands, except share and per share data)

Nine Months Ended September 30, 

    

2022

    

2021

Cash Flows from Operating Activities

Net income

$

6,189

$

8,571

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

 

  

 

  

Amortization and accretion of premiums and discounts on investments, net

 

181

 

216

Net realized loss on sales and calls of securities

 

170

 

Net realized gain on sale of other real estate owned

(2)

Provision for (credit to) loan losses

 

1,112

 

(2,171)

Loans originated for sale

 

(19,399)

 

(56,534)

Proceeds from sale of loans

 

24,097

 

58,518

Net gain on sale of loans

 

(840)

 

(2,179)

Amortization of intangible assets

 

75

 

69

Depreciation and amortization

 

1,167

 

1,111

Gain from disposal of premises and equipment

 

 

(17)

Deferred income tax (benefit) expense

 

(27)

 

543

Increase in cash surrender value of insurance

 

(481)

 

(412)

Decrease in accrued interest receivable

 

722

 

76

Expense of earned ESOP shares

 

163

 

168

Share-based compensation expense

460

464

Increase in other assets

 

(3,122)

 

(5,426)

Increase in accrued expenses and other liabilities

 

5,507

 

2,818

Net cash provided by operating activities

 

15,974

 

5,813

Cash Flows from Investing Activities

 

  

 

  

Proceeds from sales and calls of securities

 

14,825

 

2,000

Proceeds from maturities and principal repayments of securities

 

34,276

 

40,238

Purchases of securities

 

(30,225)

 

(181,924)

Net (purchases) redemptions of FHLB Stock

 

(1,028)

 

1,370

Net (increase) decrease in loans

 

(101,285)

 

42,337

Purchases of bank owned life insurance

 

(23)

 

(10,023)

Purchases of bank premises and equipment

 

(842)

 

(1,305)

Net proceeds from life insurance

341

Net cash received from acquisition (Note 2)

32,767

Proceeds from sale of other real estate owned

 

 

50

Net cash used in investing activities

 

(84,302)

 

(74,149)

Cash Flows from Financing Activities

 

  

 

  

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

 

44,538

 

156,442

Net decrease in time deposits

 

(36,345)

 

(32,281)

Decrease in mortgagors' escrow accounts

 

(3,235)

 

(4,230)

Net increase (decrease) in short-term debt

 

20,773

 

(15,030)

Net decrease in long-term debt

 

(1,273)

 

(15,499)

Stock repurchase for tax withholding on restricted stock vesting

(111)

Proceeds from exercise of stock options

36

Net cash provided by financing activities

 

24,347

 

89,438

Net (decrease) increase in cash and due from banks

 

(43,981)

 

21,102

Cash and Due from Banks

 

  

 

  

Beginning balance

 

72,091

 

93,485

Ending balance

$

28,110

$

114,587

Supplemental Disclosures of Cash Flow Information

 

  

 

  

Cash paid for:

 

  

 

  

Interest

$

3,140

$

3,464

Income taxes

$

1,542

$

(40)

Noncash Investing Activities

 

  

 

  

Fair value of assets acquired

$

$

1,277

Fair value of liabilities assumed

$

$

34,044

See accompanying notes to consolidated financial statements

5

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 financial statements include the 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 fifteen 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.

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 nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or for any other period.

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. at and for the year ended December 31, 2021 contained in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 22, 2022.

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, 2021, filed with the Securities and Exchange Commission. As of September 30, 2022, 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, 2021.

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 evaluation of goodwill for impairment and the valuation of deferred tax assets.

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.

On March 12, 2021, the Bank completed a branch purchase and assumption transaction with ConnectOne Bank. Management concluded that the acquisition represented a business combination, which is accounted for using the acquisition method, with the results of operations included in the Company’s consolidated financial statements as of the acquisition date. For additional information, see Note 2.

6

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

Reclassifications

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

COVID-19

Significant progress has been made to combat the COVID-19 pandemic; however, the global pandemic could impair the Company’s customers’ ability to fulfill their financial obligations to the Company. The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions.  If there is a resurgence in the virus or variant strains of the virus increase, the Company could experience further adverse effects on its business, financial condition, results of operations and cash flows. It is not possible to know the full extent of the impact of COVID-19 and the effects it will have on the Company's future operations.

Impact of Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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. The Company is currently assessing the effect of ASU No. 2016-13 and has engaged with a software vendor to assist in its efforts. As part of our evaluation of the estimated impacts of CECL, we have run simulations based on our portfolio composition and current expectations of future economic conditions. The ultimate effect of CECL on our allowance for credit losses (“ACL”) will depend on the portfolio’s credit quality and economic conditions at the time of adoption. The Company’s CECL implementation efforts are in process and continue to focus on model validation, refinement of the model assumptions, the qualitative factors, and the operational control framework to support the new process. At adoption, we expect to have a cumulative-effect adjustment to retained earnings for this change in the ACL, which would impact our capital. We expect to continue to be well capitalized under the Basel III regulatory framework after the adoption of this standard.

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures”. The amendments in Update 2016-13 require that an entity measure and record the lifetime expected credit losses on an asset upon origination or acquisition, and, as a result, credit losses from loans modified as troubled debt restructurings (“TDRs”) have been incorporated into the allowance for credit losses. The amendments in this Update eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40, “Receivables—Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan. The amendments in this Update should be applied prospectively, except as provided in the next sentence. For the transition method related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption.

7

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

ASU 2022-02 is effective for the Company in 2023 upon adoption of ASU 2016-13. The Company does not expect the new guidance to have a material impact on the consolidated financial statements.

 

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 is taking 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.

8

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

2.    Acquisition

On October 26, 2020, the Bank entered into a branch purchase and assumption agreement with ConnectOne Bank, the wholly-owned subsidiary of ConnectOne Bancorp, Inc., to acquire two branches located in Orange County, New York, as well as certain deposits and other assets and liabilities. The transaction closed on March 12, 2021 with the transfer of $33,863 of deposits. Management concluded that the acquisition represented a business combination, which was accounted for using the acquisition method, with the results of operations included in the Company’s consolidated financial statements as of the acquisition date.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the March 12, 2021 transaction with ConnectOne, and reflects all adjustments made to the fair value of the opening balance sheet through September 30, 2022:

March 12,

Fair value of consideration transferred, assets acquired and liabilities assumed

2021

Total cash received on acquisition

$

32,767

Assets acquired

Fixed assets

113

Reimbursed expenses

9

Core deposit intangible(1)

330

Total assets acquired

452

Liabilities assumed

Deposits

33,863

Mark-to-market adjustment

181

Total liabilities assumed

34,044

Net liabilities acquired

(33,592)

Goodwill recognized

$

825

_____________________________

(1)The core deposit intangible was determined to have an estimated life of approximately 13 years.

The Company incurred $71 of expenses in 2021 related to the acquisition. Acquisition expenses, including professional fees, are included in the total non-interest expense line item in the condensed consolidated statement of income.

9

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

3.    Investment Securities

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

September 30, 2022

Gross

Gross

Unrealized

Unrealized

    

Amortized Cost

    

Gains

    

Losses

    

Fair Value

U.S. Treasury securities

$

40,198

$

$

(2,558)

$

37,640

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

179,064

(28,942)

150,122

U.S. government agency securities

 

24,788

 

 

(2,531)

 

22,257

Municipal securities(1)

 

5,124

 

 

(407)

 

4,717

Corporate bonds

 

14,700

 

5

 

(1,256)

 

13,449

Other

 

643

 

202

 

 

845

Total

$

264,517

$

207

$

(35,694)

$

229,030

    

December 31, 2021

Gross

Gross

Unrealized

Unrealized

    

Amortized Cost

    

Gains

    

Losses

    

Fair Value

U.S. Treasury securities

$

60,273

$

2

$

(450)

$

59,825

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

179,493

344

(3,346)

176,491

U.S. government agency securities

24,800

 

53

 

(131)

 

24,722

Municipal securities(1)

 

6,858

 

33

 

(40)

 

6,851

Corporate bonds

11,700

 

117

 

(65)

 

11,752

Other

620

 

22

 

 

642

Total

$

283,744

$

571

$

(4,032)

$

280,283

(1)

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

The following tables present 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:

September 30, 2022

Less Than 12 Months

12 Months or Longer

Total

Unrealized

Unrealized

Unrealized

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

U.S. Treasury securities

$

23,442

$

(1,771)

$

14,198

$

(787)

$

37,640

$

(2,558)

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

87,786

(20,206)

62,336

(8,736)

150,122

(28,942)

U.S. government agency securities

13,163

(1,593)

9,094

(938)

22,257

(2,531)

Municipal securities

1,988

(265)

2,599

(142)

4,587

(407)

Corporate bonds

3,296

(404)

8,648

(852)

11,944

(1,256)

Total

$

129,675

$

(24,239)

$

96,875

$

(11,455)

$

226,550

$

(35,694)

10

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

    

December 31, 2021

Less Than 12 Months

12 Months or Longer

Total

Unrealized

Unrealized

Unrealized

    

Fair Value

    

Losses

    

Fair Value

    

Losses

    

Fair Value

    

Losses

U.S. Treasury securities

$

49,007

$

(268)

$

5,797

$

(182)

$

54,804

$

(450)

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

139,019

(3,035)

11,002

(311)

150,021

(3,346)

U.S. government agency securities

14,625

(131)

14,625

(131)

Municipal securities

2,469

(40)

2,469

(40)

Corporate bonds

5,885

(65)

5,885

(65)

Total

$

211,005

$

(3,539)

$

16,799

$

(493)

$

227,804

$

(4,032)

At September 30, 2022, the Company had 241 individual available-for-sale securities in an unrealized loss position with unrealized losses totaling $35,694 with an aggregate depreciation of 13.61% 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 September 30, 2022.

The amortized cost and fair value of available for sale debt securities at September 30, 2022 and December 31, 2021, 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. 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:

September 30, 2022

December 31, 2021

    

Amortized Cost

    

Fair Value

    

Amortized Cost

    

Fair Value

Maturity:

Within 1 year

$

11,935

$

11,623

$

12,729

$

12,726

After 1 but within 5 years

 

51,186

 

46,713

 

67,912

 

67,463

After 5 but within 10 years

 

21,689

 

19,727

 

22,595

 

22,567

After 10 years

 

 

 

395

 

394

Total Maturities

 

84,810

 

78,063

 

103,631

 

103,150

Mortgage-backed securities

 

179,064

 

150,122

 

179,493

 

176,491

Other

 

643

 

845

 

620

 

642

Total

$

264,517

$

229,030

$

283,744

$

280,283

At September 30, 2022 and December 31, 2021, available for sale securities with a carrying value of $16,403 and $8,316, respectively, were pledged to secure Federal Home Loan Bank of New York (“FHLB”) borrowings. In addition, at September 30, 2022 and December 31, 2021, $911 and $1,054 of available for sale securities were pledged to secure borrowings at the Federal Reserve Bank of New York (“FRB”), respectively.

During the nine months ended September 30, 2022, there was $14,825 in proceeds from the sales of available for sale securities with $170 in gross losses realized.

11

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

4.    Loans and Allowance for Loan Losses

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

September 30, 

December 31, 

    

2022

    

2021

Commercial real estate loans:

 

 

  

Construction

$

13,293

$

10,095

Non-residential

 

265,062

 

245,568

Multi-family

 

67,327

 

55,926

Residential real estate loans

 

45,007

 

35,646

Commercial and industrial loans(1)

 

82,642

 

104,323

Consumer loans:

 

  

 

  

Indirect automobile

 

452,819

 

382,088

Home equity

 

11,862

 

11,857

Other consumer

 

9,957

 

7,955

Total gross loans

 

947,969

 

853,458

Net deferred loan costs

 

11,805

 

9,068

Allowance for loan losses

 

(8,492)

 

(7,559)

Total net loans

$

951,282

$

854,967

(1)

Includes $581 and $29,464 in U.S. Small Business Administration (“SBA”), paycheck protection program (“PPP”) loans at September 30, 2022 and December 31, 2021, respectively.

At September 30, 2022 and December 31, 2021, the unpaid principal balances of loans held for sale, included in the residential real estate category above, were $92 and $3,950, respectively.

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:

September 30, 2022

    

Pass

    

Special Mention

    

Substandard

    

Total

Commercial real estate:

  

  

  

  

Construction

$

13,293

$

$

$

13,293

Non-residential

253,992

7,961

3,109

265,062

Multifamily

 

67,327

 

 

 

67,327

Residential real estate

 

43,172

 

 

1,835

 

45,007

Commercial and industrial

 

77,692

 

4,000

 

950

 

82,642

Consumer:

 

 

  

 

  

 

  

Indirect automobile

 

452,227

 

 

592

 

452,819

Home equity

 

11,740

 

 

122

 

11,862

Other consumer

 

9,927

 

 

30

 

9,957

Total

$

929,370

$

11,961

$

6,638

$

947,969

12

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

    

December 31, 2021

    

Pass

    

Special Mention

    

Substandard

    

Total

Commercial real estate:

  

  

  

  

Construction

$

10,095

$

$

$

10,095

Non-residential

232,253

10,341

2,974

245,568

Multifamily

 

55,926

 

 

 

55,926

Residential real estate

 

33,416

 

 

2,230

 

35,646

Commercial and industrial

 

98,171

 

5,377

 

775

 

104,323

Consumer:

 

 

  

 

  

 

  

Indirect automobile

 

381,354

 

 

734

 

382,088

Home equity

 

11,587

 

 

270

 

11,857

Other consumer

 

7,908

 

 

47

 

7,955

Total

$

830,710

$

15,718

$

7,030

$

853,458

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.

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

September 30, 2022

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

$

13,293

$

$

$

$

13,293

$

Non-residential

263,609

1,453

265,062

1,453

Multifamily

67,327

67,327

Residential real estate

 

43,254

 

1,160

 

 

593

 

45,007

 

1,835

Commercial and industrial

 

81,994

 

8

 

 

640

 

82,642

 

640

Consumer:

 

  

 

  

 

 

  

 

  

 

Indirect automobile

 

443,282

 

7,690

1,315

 

532

 

452,819

 

592

Home equity

 

11,612

 

78

147

 

25

 

11,862

 

122

Other consumer

 

9,842

 

53

 

32

 

30

 

9,957

 

30

Total

$

934,213

$

8,989

$

1,494

$

3,273

$

947,969

$

4,672

13

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

December 31, 2021

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

$

10,095

$

$

$

$

10,095

$

Non-residential

242,205

115

527

2,721

245,568

2,721

Multifamily

55,926

55,926

Residential real estate

 

34,363

 

57

 

242

 

984

 

35,646

 

2,230

Commercial and industrial

 

103,517

 

246

 

 

560

 

104,323

 

687

Consumer:

 

  

 

  

 

 

  

 

  

 

Indirect automobile

 

374,729

 

5,977

715

 

667

 

382,088

 

734

Home equity

 

11,429

 

149

 

106

 

173

 

11,857

 

270

Other consumer

 

7,702

 

153

 

53

 

47

 

7,955

 

47

Total

$

839,966

$

6,697

$

1,643

$

5,152

$

853,458

$

6,689

The following tables summarize information regarding impaired loans by loan portfolio class:

September 30, 2022

Recorded

Unpaid Principal

Related

Average Recorded

    

Investment

    

Balance

    

Allowance

    

Investment

With no related allowance recorded:

Commercial real estate:

Non-residential

$

1,453

$

2,493

$

$

2,302

Residential real estate

 

1,835

 

2,460

 

 

1,999

Commercial and industrial

 

191

 

247

 

 

435

Consumer:

 

 

  

 

  

 

Indirect automobile

 

340

 

407

 

 

330

Home equity

 

122

 

123

 

 

159

Other consumer

 

27

 

31

 

 

37

Total

$

3,968

$

5,761

$

$

5,262

With an allowance recorded:

 

  

 

  

 

  

 

  

Commercial and industrial

$

449

$

449

$

449

$

114

Consumer:

 

  

 

  

 

 

Indirect automobile

252

262

68

284

Other consumer

 

3

 

3

 

1

 

10

Total

$

704

$

714

$

518

$

408

Total:

 

  

 

  

 

  

 

  

Commercial real estate:

 

  

 

  

 

  

 

  

Non-residential

$

1,453

$

2,493

$

$

2,302

Residential real estate

 

1,835

 

2,460

 

 

1,999

Commercial and industrial

 

640

 

696

 

449

 

549

Consumer:

 

  

 

  

 

  

 

  

Indirect automobile

 

592

 

669

 

68

 

614

Home equity

 

122

 

123

 

 

159

Other consumer

 

30

 

34

 

1

 

47

Total

$

4,672

$

6,475

$

518

$

5,670

14

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

December 31, 2021

Recorded 

Unpaid Principal 

Related 

Average Recorded 

    

Investment

    

Balance

    

Allowance

    

Investment

With no related allowance recorded:

  

  

  

  

Commercial real estate:

  

  

  

  

Non-residential

$

2,721

$

3,797

$

$

2,290

Residential real estate

 

2,230

 

2,786

 

 

2,459

Commercial and industrial

 

687

 

921

 

 

674

Consumer:

 

 

  

 

  

 

Indirect automobile

 

345

 

408

 

 

219

Home equity

 

270

 

276

 

 

338

Other consumer

 

47

 

48

 

 

50

Total

$

6,300

$

8,236

$

$

6,030

With an allowance recorded:

 

  

 

  

 

  

 

  

Commercial real estate:

 

  

 

  

 

  

 

  

Commercial and industrial

$

$

$

$

148

Consumer:

 

  

 

  

 

 

  

Indirect automobile

389

395

68

286

Total

$

389

$

395

$

68

$

434

Total:

 

  

 

  

 

  

 

  

Commercial real estate:

 

  

 

  

 

  

 

  

Non-residential

$

2,721

$

3,797

$

$

2,290

Residential real estate

 

2,230

 

2,786

 

 

2,459

Commercial and industrial

 

687

 

921

 

 

822

Consumer:

 

  

 

  

 

  

 

  

Indirect automobile

 

734

 

803

 

68

 

505

Home equity

 

270

 

276

 

 

338

Other consumer

 

47

 

48

 

 

50

Total

$

6,689

$

8,631

$

68

$

6,464

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 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 September 30, 2022 and December 31, 2021, respectively, three loans totaling $1,339 and $1,440, included in impaired loans, were identified as TDRs. There were no new TDRs in 2021 or the first nine months of 2022. At September 30, 2022 and December 31, 2021, all TDR loans were performing in accordance with their restructured terms. At September 30, 2022 and December 31, 2021, the Company had no commitments to advance additional funds to borrowers under TDR loans.

15

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

The Company has transferred a portion of its originated commercial real estate loans to participating lenders. The amounts transferred have been accounted for as sales and are therefore not included in the Company’s accompanying statements of financial condition. The Company and participating lenders share ratably in any gains or losses that may result from a borrower’s lack of compliance with the contractual terms of the loan. The Company continues to service the loans on behalf of the participating lenders and, as such, collects cash payments from the borrowers, remits payments to participating lenders and disburses required escrow funds to relevant parties. At September 30, 2022 and December 31, 2021, the Company was servicing loans for participants aggregating $7,622 and $3,962, respectively.

Residential mortgage and consumer loans secured by residential real estate properties for which formal foreclosure proceedings are in process totaled $637 and $935 at September 30, 2022 and December 31, 2021, respectively.

The Company services certain loans that it has sold without recourse to third parties. The aggregate balances of loans serviced for others were $306,824 and $314,953 as of September 30, 2022 and December 31, 2021, respectively.

The balances of capitalized servicing rights, included in other assets at September 30, 2022 and December 31, 2021, were $2,531 and $2,633, respectively. Fair value exceeds carrying value, and thus, no impairment charges related to servicing rights were recognized during the period ended September 30, 2022 or the year ended December 31, 2021.

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 September 30, 2022

Allowance for loan losses:

Beginning balance

$

3,440

$

59

$

859

$

3,738

$

73

$

8,169

(Credit to) provision for loan losses

(86)

26

344

238

23

545

Loans charged-off

(6)

(736)

(39)

(781)

Recoveries

 

117

 

1

 

 

430

 

11

 

559

Ending balance

$

3,471

$

86

$

1,197

$

3,670

$

68

$

8,492

Commercial

Residential

Commercial

    

Real Estate

    

Real Estate

    

and Industrial

    

Indirect

Consumer

    

Totals

Three months ended September 30, 2021

Allowance for loan losses:

Beginning balance

$

4,833

$

120

$

759

$

4,071

$

343

$

10,126

(Credit to) provision for loan losses

(792)

(67)

491

(294)

(292)

(954)

Loans charged-off

(12)

(527)

(5)

(544)

Recoveries

 

 

 

1

 

390

 

15

 

406

Ending balance

$

4,041

$

53

$

1,239

$

3,640

$

61

$

9,034

16

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

Nine months ended September 30, 2022

Allowance for loan losses:

Beginning balance

$

3,317

$

54

$

725

$

3,416

$

47

$

7,559

Provision for (credit to) loan losses

37

(79)

477

593

84

1,112

Loans charged-off

(44)

(6)

(1,790)

(100)

(1,940)

Recoveries

 

117

 

155

 

1

 

1,451

 

37

 

1,761

Ending balance

$

3,471

$

86

$

1,197

$

3,670

$

68

$

8,492

Ending balance:

 

  

 

  

 

  

 

  

 

  

 

  

Loans deemed impaired

$

$

$

449

$

68

$

1

$

518

Loans not deemed impaired

$

3,471

$

86

$

748

$

3,602

$

67

$

7,974

Loan receivables:

 

  

 

  

 

  

 

  

 

  

 

  

Ending balance

$

345,682

$

45,007

$

82,642

$

452,819

$

21,819

$

947,969

Ending balance:

 

  

 

 

  

 

  

 

  

 

  

Loans deemed impaired

$

1,453

$

1,835

$

640

$

592

$

152

$

4,672

Loans not deemed impaired

$

344,229

$

43,172

$

82,002

$

452,227

$

21,667

$

943,297

Commercial

Residential

Commercial

    

Real Estate

    

Real Estate

    

and Industrial

    

Indirect

Consumer

    

Totals

Nine months ended September 30, 2021

Allowance for loan losses:

Beginning balance

$

5,354

$

117

$

1,050

$

4,974

$

138

$

11,633

(Credit to) provision for loan losses

(1,313)

(67)

113

(803)

(101)

(2,171)

Loans charged-off

(13)

(1,644)

(14)

(1,671)

Recoveries

 

 

3

 

89

 

1,113

 

38

 

1,243

Ending balance

$

4,041

$

53

$

1,239

$

3,640

$

61

$

9,034

Ending balance:

 

  

 

  

 

  

 

  

 

  

 

  

Loans deemed impaired

$

$

$

$

68

$

$

68

Loans not deemed impaired

$

4,041

$

53

$

1,239

$

3,572

$

61

$

8,966

Loan receivables:

 

  

 

  

 

  

 

  

 

  

 

  

Ending balance

$

283,155

$

35,830

$

117,755

$

377,116

$

20,493

$

834,349

Ending balance:

 

  

 

 

  

 

  

 

  

 

  

Loans deemed impaired

$

2,088

$

2,483

$

884

$

477

$

271

$

6,203

Loans not deemed impaired

$

281,067

$

33,347

$

116,871

$

376,639

$

20,222

$

828,146

17

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

December 31, 2021

Allowance for loan losses:

Ending balance:

 

  

 

  

 

  

 

  

 

  

 

  

Loans deemed impaired

$

$

$

$

68

$

$

68

Loans not deemed impaired

$

3,317

$

54

$

725

$

3,348

$

47

$

7,491

Loan receivables:

 

  

 

  

 

  

 

  

 

  

 

  

Ending balance

$

311,589

$

35,646

$

104,323

$

382,088

$

19,812

$

853,458

Ending balance:

 

  

 

 

  

 

  

 

  

 

  

Loans deemed impaired

$

2,721

$

2,230

$

687

$

734

$

317

$

6,689

Loans not deemed impaired

$

308,868

$

33,416

$

103,636

$

381,354

$

19,495

$

846,769

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.  

18

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

5.    Goodwill and Intangible Assets

The changes in the carrying value of goodwill are as follows:

Nine Months Ended

Year Ended

September 30, 

December 31, 

    

    

2022

    

2021

Beginning balance

$

2,235

$

1,410

Acquisition activity

 

 

825

 

  

 

  

Ending balance

$

2,235

$

2,235

 

  

 

  

Accumulated impairment

$

1,116

$

1,116

The Company evaluated goodwill and determined that no write-down was required for the first nine months of 2022 or the year ended December 31, 2021.

The changes in the carrying value of the customer list and core deposit intangibles are as follows:

Nine Months Ended

Year Ended

September 30, 

December 31, 

    

2022

    

2021

Beginning balance

$

433

$

199

Acquisition activity

330

Amortization

 

(75)

 

(96)

 

  

 

  

Ending balance

$

358

$

433

Accumulated amortization and impairment

$

919

$

844

Core deposit intangibles represent the estimated fair value of acquired customer deposit relationships on the date of acquisition and are amortized over their estimated useful lives. Purchased customer accounts primarily consist of records and files that contain information about investment holdings. The values assigned to customer lists and core deposit intangibles is based upon the application of the income approach. The intangibles are expected to have useful lives of approximately 13 years. The Company recognized $75 and $69 of amortization expense related to its intangible assets for the nine months ended September 30, 2022 and 2021, respectively. The Company recognized $24 and $27 of amortization expense related to its intangible assets for the three months ended September 30, 2022 and 2021, respectively.

As of September 30, 2022, the future amortization expense for amortizable intangible assets for the respective years is as follows:

2022

    

$

24

2023

 

88

2024

 

79

2025

 

60

2026

 

29

Thereafter

78

Total

$

358

19

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

6.    Premises and Equipment

Premises and equipment are summarized as follows:

September 30, 

December 31, 

    

2022

    

2021

Land

$

3,732

$

3,732

Buildings and improvements

 

27,469

 

27,151

Furniture, fixtures and equipment

 

14,655

 

14,107

Construction in process

 

137

 

161

Total

 

45,993

 

45,151

Less accumulated depreciation

 

(27,135)

 

(25,968)

Net

$

18,858

$

19,183

7.    Deposits

Deposits balances are summarized as follows:

September 30, 

December 31, 

    

2022

    

2021

Non-interest bearing demand deposits

$

309,319

$

314,814

Interest bearing accounts:

 

  

 

  

NOW

 

161,151

 

158,615

Savings

 

190,796

 

182,564

Money market

 

328,372

 

289,107

Time certificates of deposit

 

120,554

 

156,899

Total interest bearing accounts

 

800,873

 

787,185

Total deposits

$

1,110,192

$

1,101,999

Included in time certificates of deposit at September 30, 2022 and December 31, 2021 were reciprocal deposits totaling $8,976 and $21,083, respectively, with original maturities of one to three years. Time certificates of deposit in denominations of $250 or greater were $18,166 and $23,704 as of September 30, 2022 and December 31, 2021, respectively.

Contractual maturities of time certificates of deposit at September 30, 2022 are summarized below:

September 30, 

    

2022

Within 1 year

$

92,293

1 – 2 years

 

14,506

2 – 3 years

 

9,247

3 – 4 years

 

2,683

4 – 5 years

 

1,825

Total

$

120,554

20

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

8.    Long-Term Debt and FHLB Stock

FHLB Borrowings and Stock

The Bank is a member of the FHLB. At September 30, 2022 and December 31, 2021, the Bank had access to a preapproved secured line of credit with the FHLB of $646,254 and $640,500, respectively. Borrowings under this line require collateralization through the pledge of specific loans and securities. At September 30, 2022 and December 31, 2021, the Bank had pledged assets of $189,287 and $170,385, respectively. At September 30, 2022 and December 31, 2021, the Bank had outstanding overnight line of credit balances with FHLB of $5,000 and $0, respectively. These borrowings mature the following business day. The interest rate on the overnight line of credit balance was 3.29% at September 30, 2022.

The outstanding principal amounts and the related terms and rates at September 30, 2022 were as follows:

Term

    

Principal

    

Maturity

    

Rate

    

Due in one year

Fixed short-term

$

5,000

October 3, 2022

 

2.85

%  

$

5,000

Fixed short-term

 

5,000

November 1, 2022

 

3.06

%  

 

5,000

Fixed short-term

20,000

December 21, 2022

 

3.76

%  

$

20,000

3 year amortizing

2,541

February 28, 2023

1.32

%  

2,541

Total

$

32,541

Weighted Average Rate

 

3.32

%  

$

32,541

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 FHLB stock for impairment based on the ultimate recovery ability of the cost. No impairment was recognized at either September 30, 2022 or December 31, 2021.

Subordinated Debt

In addition to the Bank, the Company has one other wholly-owned subsidiary, RSB Capital Trust I (the “Trust”). In 2005, the Trust issued $5,000 of pooled trust preferred securities in a private placement and issued 155 shares of common stock at $1 par value per share, to the Company. 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 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 three month LIBOR plus 2.00% (4.96% at September 30, 2022 and 2.16% at December 31, 2021) mature on May 23, 2035.

As it is anticipated that LIBOR will be discontinued after June 2023, the Company is reviewing the agreements for the above debt to determine alternative reference rates and does not anticipate there will be a significant financial statement impact.

21

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

Other Borrowings

The Bank has an unsecured, uncommitted $10,000 line of credit with Zions Bank. There were no advances outstanding under this line of credit at either September 30, 2022 or December 31, 2021.

The Bank also has an unsecured, uncommitted $50,000 line of credit with Pacific Coast Bankers Bank. There were no advances outstanding under this line of credit at either September 30, 2022 or December 31, 2021.

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 September 30, 2012, the effective date on which the Board of Directors of the Bank voted to freeze the 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:

September 30, 

December 31, 

    

2022

    

2021

Projected and accumulated benefit obligation

$

(17,299)

$

(23,055)

Plan assets at fair value

 

16,444

 

22,839

Funded status included in accrued expenses and other liabilities

$

(855)

$

(216)

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

Nine months ended September 30,

    

2022

    

2021

Interest cost

$

476

$

442

Expected return on plan assets

 

(755)

 

(708)

Amortization of unrecognized loss

 

200

 

269

Net periodic (benefit) cost

$

(79)

$

3

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 nine diversified investment funds.

As of September 30, 2022, the investment funds included seven equity funds and two fixed income bond funds, 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.

22

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

The Company did not make a contribution to the plan in the first nine months of 2022 or 2021.

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

September 30, 2022

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

Investment in separate accounts

Fixed income

$

11,487

$

$

$

11,487

Equity

 

4,957

 

 

 

4,957

Total assets at fair value

$

16,444

$

$

$

16,444

December 31, 2021

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

Investment in separate accounts

Fixed income

$

15,689

$

$

$

15,689

Equity

 

7,150

 

 

 

7,150

Total assets at fair value

$

22,839

$

$

$

22,839

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.

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, 2021 included in the Company’s Annual Report on Form 10-K.

Defined Contribution Plan

The Bank 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 Bank matching up to 6%, subject to Internal Revenue Service limitations. The Bank’s contributions charged to operations amounted to $882 and $798 for the nine months ended September 30, 2022 and 2021, respectively.

23

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

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 September 30, 2022 and December 31, 2021, total amounts due to participants of $2,574 and $2,877, respectively, are included in accrued expenses and other liabilities. Total expenses related to the Directors’ Plan were $172 and $106 for the nine months ended September 30, 2022 and 2021, respectively, which were included in other non-interest expense in the consolidated statements of income.

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 Executive 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 September 30, 2022 and December 31, 2021, $1,619 and $1,545, respectively, was included in accrued expenses and other liabilities, which represents the cumulative amounts deferred and earnings thereon. The Company recognized expenses of $565 and $392 for the nine months ended September 30, 2022 and 2021, 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 $1,459 and $1,423 at September 30, 2022 and December 31, 2021, respectively. The Company recognized expenses of $36 and $32 for the nine-month periods ended September 30, 2022 and September 30, 2021, 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 $2,019 and $1,986 at September 30, 2022 and December 31, 2021, respectively. The Company recognized expenses of $65 and $56 for the nine months ended September

24

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

30, 2022 and 2021, respectively, related to these benefits, which are included in other non-interest 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 Company stock to eligible employees. 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 is payable annually over 20 years at a rate per annum equal to the Prime Rate, reset annually on January 1st (3.25% at January 1, 2022). 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 September 30, 2022 was $3,917. 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:

Nine months ended

Year ended

September 30, 

December 31, 

2022

    

2021

Allocated

65,463

 

43,642

Committed to be allocated

16,362

 

21,821

Unallocated

354,600

 

370,962

Paid out to participants

(1,252)

(1,252)

Total shares

435,173

 

435,173

The fair value of unallocated shares was $3,457 at September 30, 2022.

Total compensation expense recognized in connection with the ESOP for the nine months ended September 30, 2022 and 2021 was $163 and $168, respectively.

Share-Based Compensation Plan

On May 26, 2020, stockholders of the Company approved the 2020 Equity Incentive Plan (the “EIP”).  The  EIP authorizes the issuance to participants of up to 763,743 shares of Rhinebeck Bancorp common stock pursuant to grants of incentive and non-qualified stock options, restricted stock awards and restricted stock units.  Of this number, the maximum number of shares of Rhinebeck Bancorp common stock that may be issued under the EIP pursuant to the exercise of stock options is 545,531 shares, and the maximum number of shares of Rhinebeck Bancorp common stock that may be issued as restricted stock awards or restricted stock units is 218,212 shares.  These amounts represented 4.90% and 1.96%, respectively, of the number of shares of common stock issued in the stock offering of Rhinebeck Bancorp, including the shares issued to Rhinebeck Bancorp, MHC.

Pursuant to terms of the EIP, on August 25, 2020, the Board of Directors granted restricted stock and stock options to employees and directors. All of the awards vest annually over a three-year period from the date of the grant and the term of each option is ten years. As of September 30, 2022, there were 102,146 stock options and 49,110 restricted stock awards that remain available for future grants.

25

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

The fair value of each option granted under the EIP is estimated on the date of grant using the Black-Scholes Option-Pricing Model. The expected volatility is based on the historical volatility of a peer group of comparable SEC-reporting bank holding companies. The dividend yield assumption is based on the Company’s expectation of dividend payouts. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the date of grant. The Company has elected to recognize forfeitures as they occur.

A summary of options under the 2020 EIP as of September 30, 2022 is presented below:

Weighted -

Weighted-Average

Number of

Average

Remaining Contractual

Shares

Exercise Price

Term (in Years)

Options outstanding at beginning of year

439,596

$

6.62

8.63

Options granted

-

-

-

Options exercised

-

-

-

Options Expired

(1,666)

6.57

-

Options outstanding at September 30, 2022

437,930

$

6.62

7.92

Options exercisable at September 30, 2022

285,126

$

6.59

7.91

At September 30, 2022, the aggregate intrinsic value of the stock options outstanding, which fluctuates based on changes in the fair market value of the Company’s stock, was $1,373. The aggregate intrinsic value represents the total pre-tax intrinsic value (i.e., the difference between the Company’s closing stock price on the last trading day of period and the weighted-average exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on September 30, 2022.

As of September 30, 2022, there was $224 of unrecognized compensation cost related to the nonvested stock options granted under the 2020 EIP. The cost is expected to be recognized over a remaining period of 0.91 years.

The following table summarizes the Company’s restricted stock activity for the nine months ended September 30, 2022:

    

    

Weighted-Average

Number

Grant Date

 of Shares

Fair Value per Share

Non-vested restricted stock at beginning of year

112,520

$

6.57

Granted

-

 

-

Vested

(56,254)

 

6.57

Forfeited

-

 

-

Non-vested restricted stock at September 30, 2022

56,266

$

6.57

As of September 30, 2022, there was $333 of unrecognized compensation cost related to the nonvested restricted stock awards granted under the 2020 EIP. The cost is expected to be recognized over a remaining period of 0.90 years.

For the nine months ended September 30, 2022, share-based compensation of options and restricted stock under the plan totaled $460.

26

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

10.  Leases

As of September 30, 2022, the Company leased real estate for eight branch offices and two administrative offices under various lease agreements. All of our leases are classified as operating leases.

The calculated amount of the right-of-use 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 2024 to 2041, 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 right-of-use asset and lease liability. The weighted average remaining life of the lease terms for these leases was 11.4 years and 12.0 years as of September 30, 2022 and December 31, 2021, respectively. 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 2.52% and 2.51% in determining the lease liability as of September 30, 2022 and December 31, 2021, respectively.

For the nine months ended September 30, 2022 and 2021, total operating lease costs were $597 and $539, respectively, and were included in occupancy and other expense. Deferred rent liability was $118 and $145 at September 30, 2022 and December 31, 2021, respectively. The right-of-use asset, included in other assets, was $7,345 and $7,839 and the corresponding lease liability, included in accrued expenses and other liabilities, was $7,345 and $7,839 as of September 30, 2022 and December 31, 2021, respectively.

Future minimum payments for operating leases with initial or remaining terms of one year or more as of September 30, 2022 were as follows:

Years ending December 31:

    

2022

$

213

2023

 

854

2024

 

857

2025

 

833

2026

 

728

Thereafter

 

5,070

Total future minimum lease payments

8,555

Amounts representing interest

(1,210)

Present Value of Net Future Minimum Lease Payments

$

7,345

27

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

11.  Commitments and Contingencies and Derivatives

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.

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

September 30, 

December 31, 

    

2022

    

2021

Commitments to extend credit summarized as follows:

Future loan commitments

$

8,804

$

6,830

Undisbursed construction loans

 

38,829

 

15,191

Undisbursed home equity lines of credit

 

10,200

 

11,048

Undisbursed commercial and other line of credit

 

94,097

 

78,941

Standby letters of credit

 

5,004

 

3,068

Total

$

156,934

$

115,078

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.

28

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

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.

Interest Rate Swaps

The Company enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate loan agreement to a fixed-rate loan agreement. Under these agreements, the Company simultaneously enters into a variable-rate loan and interest rate swap agreements with a customer. The Company then enters into a corresponding and offsetting swap agreement with a third party to hedge its exposure created by the customer agreements. The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC Topic 815, Derivatives and Hedging, and are marked to market through earnings. The fair values of the swaps are recorded as both an asset and a liability, in other assets and other liabilities, respectively, in equal amounts for these transactions.  The accrued interest receivable and payable of $23 and $12 related to our swaps is recorded in other assets and other liabilities as of September 30, 2022 and December 31, 2021, respectively.

Summary information regarding these derivatives is presented below:

September 30, 

December 31,

2022

2021

Notational amount

$

52,982

$

26,842

Fair value

$

4,840

$

644

Weighted average pay rates

4.28

%

3.69

%

Weighted average receive rates

4.73

%

2.26

%

Weighted average maturity (in years)

10.11

9.78

Number of Contracts

11

7

29

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

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.

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 September 30, 2022 and December 31, 2021, 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

 

September 30, 2022

 

Rhinebeck Bank

 

  

 

Total capital (to risk-weighted assets)

$

138,827

 

12.57

%  

$

88,372

 

8.00

%  

$

110,464

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

130,335

 

11.80

%  

 

66,279

 

6.00

%  

 

88,372

 

8.00

%

Common equity tier one capital (to risk weighted assets)

 

130,335

 

11.80

%  

 

49,709

 

4.50

%  

 

71,802

 

6.50

%

Tier 1 capital (to average assets)

 

130,335

 

9.83

%  

 

53,058

 

4.00

%  

 

66,322

 

5.00

%

December 31, 2021

 

Rhinebeck Bank

 

  

 

  

 

  

 

  

 

  

 

  

Total capital (to risk-weighted assets)

$

130,217

 

13.54

%  

$

76,917

 

8.00

%  

$

96,146

 

10.00

%

Tier 1 capital (to risk-weighted assets)

 

122,658

 

12.76

%  

 

57,687

 

6.00

%  

 

76,917

 

8.00

%

Common equity tier one capital (to risk weighted assets)

 

122,658

 

12.76

%  

 

43,266

 

4.50

%  

 

62,495

 

6.50

%

Tier 1 capital (to average assets)

 

122,658

 

9.65

%  

 

50,865

 

4.00

%  

 

63,582

 

5.00

%

30

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

13.  Fair Value

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

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. Level 1 securities include marketable equity securities and U.S. Treasury obligations. 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, mortgage-backed securities and municipal bonds. Level 3 securities include 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 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.

Other Real Estate Owned

Other real estate owned represents real estate acquired through foreclosure and is carried at 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. Mortgage servicing rights are carried at the lower of amortized cost or estimated fair value and are included in other assets on the consolidated statements of financial condition.

31

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

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.

Mortgagors’ Escrow Accounts

The fair value is estimated using a discounted cash flow calculation that applies interest rates currently being offered on deposited escrow accounts of similarly expected maturities.

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.

Subordinated Debt

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.

Loan Level Interest Rate Swaps

The fair value is based on settlement values adjusted for credit risks associated with the counterparties and the Company and observable market interest rate curves.

32

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)

September 30, 2022

Assets:

U.S. Treasury securities

$

37,640

$

37,640

$

$

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

150,122

150,122

U.S. government agency securities

 

22,257

 

 

22,257

 

Municipal securities

 

4,717

 

 

4,587

 

130

Corporate Bonds

13,449

13,449

Other

 

845

 

 

845

 

Total available for sale securities

229,030

37,640

191,260

130

Loan level interest rate swaps

4,840

4,840

Total assets

$

233,870

$

37,640

$

196,100

$

130

Liabilities:

Loan level interest rate swaps

$

4,840

$

$

4,840

$

Total liabilities

$

4,840

$

$

4,840

$

    

December 31, 2021

Assets:

U.S. Treasury securities

$

59,825

$

59,825

$

$

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

176,491

176,491

U.S. government agency securities

 

24,722

 

 

24,722

 

Municipal securities

 

6,851

 

 

6,706

 

145

Corporate Bonds

11,752

11,752

Other

 

642

 

 

642

 

Total available for sale securities

280,283

59,825

220,313

145

Loan level interest rate swaps

644

644

Total assets

$

280,927

$

59,825

$

220,957

$

145

Liabilities:

Loan level interest rate swaps

$

644

$

$

644

$

Total liabilities

$

644

$

$

644

$

33

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 carried at fair value and measured at fair value on a nonrecurring basis as of September 30, 2022 and December 31, 2021 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)

September 30, 2022

Impaired loans, with specific reserves

$

186

$

$

$

186

Total

$

186

$

$

$

186

    

December 31, 2021

Impaired loans, with specific reserves

$

321

$

$

$

321

Total

$

321

$

$

$

321

Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans had recorded investments of $704 and $389 with valuation allowances of $518 and $68, resulting in fair values of $186 and $321 at September 30, 2022 and December 31, 2021, respectively. The valuation allowance represents specific allocations for the allowance for credit losses for impaired loans.

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)

September 30, 2022

Impaired loans

$

186

 

Appraisal of collateral

(1)  

Liquidation expenses

(3)  

0% to 6%

Appraisal adjustments

(2)  

0% to 20%

December 31, 2021

Impaired loans

$

321

 

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 2022 and 2021 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.

34

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

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.

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

September 30, 

December 31, 

2022

2021

    

Carrying Value

    

Fair Value

    

Carrying Value

    

Fair Value

Financial Assets:

  

  

  

  

Cash and due from banks (Level 1)

$

28,110

$

28,110

$

72,091

$

72,091

Available for sale securities (Level 1)

 

37,640

 

37,640

 

59,825

 

59,825

Available for sale securities (Level 2)

 

191,260

 

191,260

 

220,313

 

220,313

Available for sale securities (Level 3)

 

130

 

130

 

145

 

145

Loan level interest rate swaps (Level 2)

4,840

4,840

644

644

FHLB stock (Level 2)

 

2,350

 

2,350

 

1,322

 

1,322

Loans, net (Level 3)

 

951,282

 

923,561

 

854,967

 

855,542

Mortgage servicing rights (Level 3)

 

2,531

 

5,613

 

2,633

 

4,892

Financial Liabilities:

 

  

 

  

 

  

 

  

Deposits (Level 2)

 

1,110,192

 

1,000,530

 

1,101,999

 

1,083,541

Mortgagors' escrow accounts (Level 2)

 

5,895

 

5,896

 

9,130

 

9,137

FHLB advances (Level 2)

 

37,541

 

37,547

 

18,041

 

18,151

Subordinated debt (Level 2)

 

5,155

 

5,155

 

5,155

 

5,155

Loan level interest rate swaps (Level 2)

4,840

4,840

644

644

35

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

14.  Accumulated Other Comprehensive Loss

The activity in accumulated other comprehensive loss for the three and nine months ended September 30, 2022 and 2021 is as follows:

Accumulated Other Comprehensive Loss(1)

Unrealized (losses)

gains on

Defined Benefit

available for sale

    

Pension Plan

    

securities

    

Total

Balance at June 30, 2022

$

(4,563)

$

(19,198)

$

(23,761)

Other comprehensive loss before reclassifications

 

42

 

(8,842)

 

(8,800)

Amounts reclassified from accumulated other comprehensive loss

 

52

 

6

 

58

Period change

 

94

 

(8,836)

 

(8,742)

Balance at September 30, 2022

$

(4,469)

$

(28,034)

$

(32,503)

Balance at June 30, 2021

$

(4,605)

$

(126)

$

(4,731)

Other comprehensive gain (loss) before reclassifications

 

(120)

 

(472)

 

(592)

Amounts reclassified from accumulated other comprehensive loss

 

71

 

 

71

Period change

 

(49)

 

(472)

 

(521)

Balance at September 30, 2021

$

(4,654)

$

(598)

$

(5,252)

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

Accumulated Other Comprehensive Loss(1)

Unrealized (losses)

gains on

Defined Benefit

available for sale

    

Pension Plan

    

securities

    

Total

Balance at December 31, 2021

$

(3,901)

$

(2,734)

$

(6,635)

Other comprehensive loss before reclassifications

 

(726)

 

(25,434)

 

(26,160)

Amounts reclassified from accumulated other comprehensive loss

 

158

 

134

 

292

Period change

 

(568)

 

(25,300)

 

(25,868)

Balance at September 30, 2022

$

(4,469)

$

(28,034)

$

(32,503)

Balance at December 31, 2020

$

(4,784)

$

993

$

(3,791)

Other comprehensive loss before reclassifications

 

(83)

 

(1,591)

 

(1,674)

Amounts reclassified from accumulated other comprehensive loss

 

213

 

 

213

Period change

 

130

 

(1,591)

 

(1,461)

Balance at September 30, 2021

$

(4,654)

$

(598)

$

(5,252)

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

36

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

15.  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. Diluted earnings per share is computed in a manner similar to that of basic earnings per share except that the weighted-average number of common shares outstanding is increased to include the number of incremental shares (computed using the treasury method) that would have been outstanding if all potentially dilutive common stock equivalents (such as options) were issued during the period. Unearned ESOP shares are not deemed outstanding for earnings per share calculations.

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2022

    

2021

2022

    

2021

Net income applicable to common stock

$

2,107

$

2,685

$

6,189

$

8,571

 

  

 

  

 

  

 

  

Average number of common shares outstanding

 

11,201,567

 

11,153,186

 

11,189,643

 

11,139,944

Less: Average unearned ESOP shares

 

357,327

 

379,148

 

362,781

 

384,602

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

 

10,844,240

 

10,774,038

 

10,826,862

 

10,755,342

Additional common stock equivalents (nonvested stock) used to calculate diluted earnings per share

49,534

61,444

57,603

64,311

Additional common stock equivalents (stock options) used to calculate diluted earnings per share

102,535

111,453

115,280

94,776

Weighted-average common shares and common stock equivalents used to calculate diluted earnings per share

10,996,309

10,946,935

10,999,745

10,914,429

 

  

 

  

 

  

 

  

Earnings per Common share:

 

  

 

  

 

  

 

  

Basic

$

0.19

$

0.25

$

0.57

$

0.80

Diluted

$

0.19

$

0.25

$

0.56

$

0.79

37

Rhinebeck Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

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

16.  Subsequent Events

On October 6, 2022, the Bank and the New York State Department of Financial Services (“DFS”) reached a settlement regarding claims based on DFS’s detection of statistical differences in dealer reserve (i.e., dealer markup) charged by automobile dealers to different borrower groups on loans purchased by the Bank through its indirect automobile lending program for the years 2017 through 2021.

While the Bank did not agree with the findings and denied the allegations, it agreed to a settlement so as not to engage in a lengthy and costly legal challenge.

The Bank agreed to pay a civil monetary penalty of $950 and estimates that the restitution to eligible impacted borrowers to be approximately $501. The Bank has fully reserved for this settlement and does not expect any further material negative impact on earnings.

38

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 September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and 2021 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;

·

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 affect our margins and yields, the fair value of financial instruments, our volume of loan originations, or the level of defaults, losses and prepayments on loans, whether held in portfolio or sold in the secondary market;

39

changes in the securities markets;

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees, Federal Deposit Insurance Corporation premiums and capital requirements;

negative financial impact from unfavorable regulatory penalties and/or settlements;

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;

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;

the current or anticipated impact of military conflict, terrorism or other geopolitical events;

·

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;

·

a failure in or breach of our operational or security systems or infrastructure, including cyberattacks;

·

the failure to maintain current technologies;

·

the inability to successfully implement future information technology enhancements;

·

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

·

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

·

the effects of the COVID-19 pandemic, or any other public health emergency, including the impact of government and regulatory responses, changes in consumer behavior, supply chain interruptions, loss or unavailability of employees, and other economic effects.

Additional factors that may affect our results are discussed in our Annual Report on Form 10-K 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 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, 2021, filed with the Securities and Exchange Commission. As of September 30, 2022, 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, 2021.

40

Comparison of Financial Condition at September 30, 2022 and December 31, 2021

Total Assets. Total assets were $1.29 billion at September 30, 2022 as compared to $1.28 billion at December 31, 2021, reflecting an increase of $11.5 million, or 0.9%. The increase was primarily related to increases in loans receivable of $96.3 million and deferred tax assets of $6.9 million, offset by decreases in cash and due from banks of $44.0 million and available for sale securities of $51.3 million.

Cash and Due from Banks. Cash and due from banks decreased $44.0 million, or 61.0%, to $28.1 million at September 30, 2022 from $72.1 million at December 31, 2021 primarily due to a decrease in deposits held at the Federal Reserve Bank of New York as excess cash was used to fund loan growth.

Investment Securities Available for Sale. Investment securities available for sale decreased $51.3 million, or 18.3%, to $229.0 million at September 30, 2022 from $280.3 million at December 31, 2021, primarily due to paydowns, sales, calls and maturities of $49.1 million and an increase of $32.0 million in unrealized market losses, partially offset by $30.2 million in purchases. The excess funds from the paydowns, calls and maturities of securities were used to fund loan growth.

Net Loans. Total net loans receivable were $951.3 million at September 30, 2022, an increase of $96.3 million, or 11.3%, as compared to $855.0 million at December 31, 2021. The increase was primarily due to increases of $70.7 million, or 18.5%, in indirect automobile loans and $34.1 million, or 10.9%, in commercial real estate loans, while commercial and industrial loans decreased $21.7 million, or 20.8%.

Non-accrual loans and non-performing assets decreased $2.0 million, or 30.2%, to $4.7 million at September 30, 2022 from $6.7 million at December 31, 2021. The Company had no other real estate owned at the end of either period.

Deferred Tax Assets. Deferred tax assets increased $6.9 million, or 206.0%, to $10.3 million at September 30, 2022, primarily due to an increase in the unrealized loss on available for sale securities, driven by the impacts of an increasing interest rate environment on market valuations. The unrealized loss on available for sale securities was $35.5 million at September 30, 2022 as compared to $3.5 million at December 31, 2021.

Total Liabilities. Total liabilities increased $30.7 million, or 2.7%, to $1.19 billion at September 30, 2022, primarily due to an increase in advances from the FHLB of $19.5 million, an increase in deposits of $8.2 million, and an increase in accrued expenses and other liabilities of $6.2 million, the latter due to increases in pension and swap liabilities. These increases were partially offset by a decrease in mortgagors’ escrow accounts of $3.2 million.

Deposits. Deposits increased $8.2 million, or 0.7%, to $1.11 billion at September 30, 2022 from $1.10 billion at December 31, 2021. Interest bearing accounts grew $13.7 million, or 1.7%, to $800.9 million while non-interest bearing balances decreased $5.5 million, or 1.7%, finishing the first nine months of 2022 at $309.3 million. Of the interest bearing accounts, transaction accounts including NOW, savings and money market accounts increased $50.0 million, or 7.9%, which was partially offset by a decrease in time deposits of $36.3 million, or 23.2%. The continued growth in deposits was primarily due to the addition of four branches during the first quarter of 2021.

Stockholders’ Equity. Stockholders' equity decreased $19.2 million to $106.8 million at September 30, 2022, primarily due to an increase in accumulated other comprehensive loss of $25.9 million partially offset by $6.2 million in net income. At September 30, 2022, the Company’s book value per share was $9.46 and the Company’s ratio of stockholders’ equity-to-total assets was 8.26%. At December 31, 2021, the Company’s book value per share was $11.15 and the Company’s ratio of stockholders’ equity-to-total assets was 9.83%. Unearned common stock held by the Bank’s employee stock ownership plan was $3.5 million and $3.7 million at September 30, 2022 and December 31, 2021, respectively.

41

Comparison of Operating Results for the Three and Nine Months Ended September 30, 2022 and 2021

Net Income. Net income for the three months ended September 30, 2022 decreased $578,000, or 21.5%, to $2.1 million, or $0.19 per diluted share, compared to net income of $2.7 million, or $0.25 per diluted share, for the three months ended September 30, 2021. Interest and dividend income increased $1.5 million, or 13.5%, interest expense increased $456,000, or 45.6%, the provision for loan losses increased $1.5 million, non-interest income decreased $250,000, or 15.3%, non-interest expense increased $101,000, or 1.1%, and taxes decreased $234,000, or 28.2%, between comparable quarters.

Net income for the nine months ended September 30, 2022 decreased $2.4 million, or 27.8%, to $6.2 million, or $0.56 per diluted share, compared to net income of $8.6 million, or $0.79 per diluted share, for the nine months ended September 30, 2021. Interest and dividend income increased $2.9 million, or 9.0%, interest expense decreased $190,000, or 5.6%, the provision for loan losses increased $3.3 million, or 151.2%, non-interest income decreased $1.1 million, or 19.8%, non-interest expense increased $1.9 million, or 7.2%, and taxes decreased $788,000, or 33.7%, between the comparable nine-month periods.

Net Interest Income. Net interest income increased $1.0 million, or 10.3%, to $11.1 million for the three months ended September 30, 2022, compared to $10.1 million for the quarter ended September 30, 2021. The ratio of average interest-earning assets to average interest-bearing liabilities decreased 2.0% to 142.62% while our net interest margin increased by 19 basis points to 3.61% when comparing the third quarter of 2022 to the same period in 2021.

Net interest income increased $3.1 million, or 10.7%, to $32.1 million for the nine months ended September 30, 2022, compared to $29.0 million for the nine months ended September 30, 2021. The ratio of average interest-earning assets to average interest-bearing liabilities decreased 0.6% to 143.50% while our net interest margin increased by 11 basis points to 3.55% for the nine months ended September 30, 2022, compared to 3.44% for the same nine month period in 2021.

Interest Income. Interest income increased $1.5 million, or 13.5%, to $12.6 million for the three months ended September 30, 2022 from $11.1 million for the comparable 2021 period. Both interest and fees on loans and interest and  dividends on securities increased as the average balances both increased. For the three months ended September 30, 2022, the average balance of loans increased $93.7 million, while the average balance of available for sale securities increased $21.7 million when compared to the three months ended September 30, 2021. The average yield on loans decreased 6 basis points, while the average yield on available for sale securities increased 52 basis points. Loan yields were driven lower mainly due to the reduction in the overall risk rating of our indirect loan portfolio as both competition for higher yielding loans and our desire to manage long term credit quality had some negative impact on interest revenue. The average yield of interest-earning assets increased by 32 basis points to 4.08% and the average balances of interest-earning assets increased $51.3 million, or 4.4%.

Interest income increased $2.9 million, or 9.0%, to $35.3 million for the nine months ended September 30, 2022 from $32.3 million for the comparable 2021 period. Interest and dividends on securities and interest and fees on loans both increased. For the nine months ended September 30, 2022, the average balance of loans increased $35.8 million, while the average balance of available for sale securities increased $87.4 million when compared to the nine months ended September 30, 2021.  The average yield on loans increased 3 basis points, while the average yield on available for sale securities increased 26 basis points. The average yield of interest-earning assets increased by 7 basis points to 3.91% while the average balances of interest-earning assets increased $80.3 million, or 7.1%.

Interest Expense. Interest expense increased $456,000, or 45.6%, from $1.0 million for the quarter ended September 30, 2021, to $1.5 million for the quarter ended September 30, 2022. The average cost of interest-bearing liabilities increased 19 basis points to 0.68% for the quarter ended September 30, 2022 while the average balance of total interest-bearing liabilities increased $52.0 million, or 6.5%, to $855.2 million. For the three months ended September 30, 2022 and 2021, the average cost of interest-bearing deposits increased by 17 basis points. An increase of $95.4 million, or 16.1%, in the average balance of our core deposits was partially offset by a decrease of $48.8 million, or 28.2%, in the average balance of certificates of deposit.

42

Interest expense decreased $190,000, or 5.6%, from $3.4 million for the nine months ended September 30, 2021, to $3.2 million for the nine months ended September 30, 2022. The average cost of interest-bearing liabilities decreased 7 basis points to 0.51% for the nine months ended September 30, 2022, which was offset by an increase in the average balance of total interest-bearing liabilities of $60.9 million, or 7.8%, to $841.2 million. For the nine-month periods ended September 30, 2022 and 2021, the average cost of interest-bearing deposits decreased by 6 basis points. An increase of $119.2 million, or 21.7%, in the average balance of our core deposits was partially offset by a decrease of $45.5 million, or 24.9%, in the average balance of certificates of deposit.

Provision for Loan Losses. We recorded a provision for loan losses of $545,000 for the quarter ended September 30, 2022, which represented a $1.5 million increase from a credit of $954,000 for the prior year comparable quarter. We recorded a provision for loan losses of $1.1 million for the nine months ended September 30, 2022, which represented a $3.3 million increase from a credit of $2.2 million for the nine months ended September 30, 2021. In 2021, the credits to loan losses for the three and nine months ended September 30, 2021 were primarily attributable to a decline in loan balances, exclusive of PPP loans, a reduction in specific allocations to the allowance for loan losses and a general improvement in economic conditions as our customers showed signs of recovering from the pandemic. An increase in loan balances in 2022 was the primary factor leading to the increase in the provision.

Net charge-offs increased $84,000 to $222,000 for the quarter ended September 30, 2022 from $138,000 for the comparable quarter in 2021 primarily due to increased charge-offs in our indirect automobile portfolio as loan balances increased. Net charge-offs for the nine months ended September 30, 2022 totaled $179,000 compared to net charge-offs of $428,000 for the comparable period in 2021. The year-to-date decrease in 2022 was primarily due to a $143,000 recovery of a residential mortgage loan, pricing gains on the sales of repossessed vehicles as used car prices have risen significantly, and an improvement in the overall economic environment. There was a general overall improvement in loan quality during the first nine months of 2022 as the percentage of overdue account balances to total loans decreased to 1.45% as of September 30, 2022 from 1.58% as of December 31, 2021 and non-performing assets decreased $2.0 million.

Non-Interest Income. Non-interest income totaled $1.4 million for the three months ended September 30, 2022, a decrease of $250,000, or 15.3%, from the comparable period in the prior year, due primarily to a decrease in the net gain on sales of mortgage loans as activity decreased due to fewer originations in the increasing interest rate environment and as some higher-rate loans were added to the portfolio. Gain on sales of mortgage loans decreased $355,000, or 70.7%, compared to the prior year quarter as the Company sold $5.1 million of residential mortgage loans in the third quarter of 2022 as compared to $16.3 million in the third quarter of 2021. The net decrease was partially offset by an increase in service charges on deposit accounts of $49,000, or 7.4%, as transaction volume increased and an increase in other non-interest income of $67,000.

For the nine months ended September 30, 2022, total non-interest income decreased $1.1 million, or 19.8%, from the comparable period in the prior year. The reduction between periods was mostly due to the decrease in the gain on the sale of mortgage loans of $1.3 million, or 61.5%, the 2021 one-time gain from the collection of a life insurance claim of $195,000 and a net realized loss in 2022 from the sale of securities of $170,000, partially offset by an increase in service charges on deposit accounts of $234,000, an improvement in investment advisory income of $120,000, a $69,000 increase in the cash value of life insurance, and a net improvement of $167,000 in other income items.

Non-Interest Expense. For the third quarter of 2022, non-interest expense totaled $9.2 million, an increase of $101,000, or 1.1%, over the comparable 2021 period. The increase was primarily due to an increase in salaries and benefits of $195,000, or 3.8%, due to new hires, annual merit increases, production incentives and employee benefit increases, as well as the competitive pressures of the current job market. For the three months ended September 30, 2022, occupancy expenses increased $37,000, or 3.5%, primarily resulting from inflationary pressures on our service contracts. Data processing costs increased $29,000, FDIC insurance costs increased $25,000 and marketing expense increased by $21,000. These increases were partially offset by decreased professional fees of $20,000 and a decrease in other non-interest expenses of $179,000, or 10.7%.

43

For the nine months ended September 30, 2022, non-interest expense totaled $27.8 million, an increase of $1.9 million, or 7.2%, over the comparable 2021 period. The increase was primarily due to an increase in salaries and benefits of $1.6 million, or 11.1%, due to branch expansion, new hires, annual merit increases, production incentives and employee benefit increases, as well as the competitive pressures of the current job market. For the nine months ended September 30, 2022, occupancy expenses increased $342,000, or 11.2%, as a result of the additional rent, depreciation and other expenses related to branch expansion. The addition of branches was also primarily responsible for increased data processing costs of $152,000, increased marketing expense of $105,000 and increased FDIC insurance costs of $60,000. These increases were partially offset by decreased professional fees of $83,000 and a decrease in other non-interest expenses of $357,000, or 7.8%. The decrease in other non-interest expense was primarily due a reserve put in place in 2021 for potential consumer compliance issues in the Bank’s indirect automobile portfolio. A settlement was reached with the New York State Department of Financial Services in October of 2022 and no further material negative impact on earnings is expected.

Income Taxes. Income taxes decreased by $234,000 for the three months ended September 30, 2022 as compared to the same three month period in 2021 as our income before income taxes decreased. Our effective tax rate for the three months ended September 30, 2022 was 22.02% compared to 23.59% for the three months ended September 30, 2021.

Income taxes decreased by $788,000 for the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021 as our income before income taxes decreased. Our effective tax rate for the nine months ended September 30, 2022 was 20.04% compared to 21.44% for the nine months ended September 30, 2021.

44

Average Balance Sheets for the Three and Nine Months Ended September 30, 2022 and 2021

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 September 30, 

2022

2021

    

Average

    

Interest and

    

    

Average

    

Interest and

    

    

Balance

Dividends

Yield/Cost(3)

Balance

Dividends

Yield/Cost(3)

Assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

Interest bearing depository accounts

$

26,612

$

147

 

2.19

%  

$

90,680

$

34

 

0.15

%  

Loans(1)

 

948,536

 

11,404

 

4.77

%  

 

854,822

 

10,402

 

4.83

%  

Available for sale securities

 

244,543

 

1,002

 

1.63

%  

 

222,851

 

623

 

1.11

%  

Total interest-earning assets

1,219,691

12,553

 

4.08

%  

1,168,353

11,059

 

3.76

%  

Non-interest-earning assets

 

85,480

 

  

 

  

 

78,220

 

  

 

  

Total assets

$

1,305,171

 

  

 

  

$

1,246,573

 

  

 

  

Liabilities and equity:

 

  

 

  

 

  

 

  

 

  

 

  

NOW accounts

$

163,765

$

59

 

0.14

%  

$

152,578

$

59

 

0.15

%  

Money market accounts

 

329,932

 

820

 

0.99

%  

 

259,014

 

359

 

0.55

%  

Savings accounts

 

193,597

 

134

 

0.27

%  

 

180,277

 

72

 

0.16

%  

Certificates of deposit

 

124,217

 

210

 

0.67

%  

 

173,013

 

340

 

0.78

%  

Total interest-bearing deposits

 

811,511

 

1,223

 

0.60

%  

 

764,882

 

830

 

0.43

%  

Escrow accounts

 

13,676

 

39

 

1.13

%  

 

12,304

 

36

 

1.16

%  

Federal Home Loan Bank advances

 

24,870

 

140

 

2.23

%  

 

20,858

 

106

 

2.02

%  

Subordinated debt

 

5,155

 

54

 

4.16

%  

 

5,155

 

28

 

2.15

%  

Other interest-bearing liabilities

 

43,701

 

233

 

2.12

%  

 

38,317

 

170

 

1.76

%  

Total interest-bearing liabilities

855,212

1,456

 

0.68

%  

803,199

1,000

 

0.49

%  

Non-interest-bearing deposits

 

310,219

 

  

 

  

 

298,713

 

  

 

  

Other non-interest-bearing liabilities

 

25,018

 

  

 

  

 

20,838

 

  

 

  

Total liabilities

1,190,449

 

  

 

  

1,122,750

 

  

 

  

Total stockholders’ equity

 

114,722

 

  

 

  

 

123,823

 

  

 

  

Total liabilities and stockholders’ equity

$

1,305,171

 

  

 

  

$

1,246,573

 

  

 

  

Net interest income

 

  

$

11,097

 

  

 

  

$

10,059

 

  

Interest rate spread

 

  

 

  

 

3.40

%  

 

  

 

  

 

3.27

%

Net interest margin(2)

 

  

 

  

 

3.61

%  

 

  

 

  

 

3.42

%  

Average interest-earning assets to average interest-bearing liabilities

 

  

 

  

 

142.62

%  

 

  

 

  

 

145.46

%  

(1)

Non-accruing loans are included in the outstanding loan balance. Deferred loan fees included in interest income totaled $25 and $790 for the three months ended September 30, 2022 and 2021.

(2)

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

(3)

Annualized.

45

For the Nine Months Ended September 30, 

2022

2021

    

Average

    

Interest and

    

    

Average

    

Interest and

    

    

Balance

Dividends

Yield/Cost(3)

Balance

Dividends

Yield/Cost(3)

(Dollars in thousands)

Assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

Interest bearing depository accounts

$

34,762

$

210

 

0.81

%  

$

77,632

$

66

 

0.11

%  

Loans(1)

 

905,004

 

32,212

 

4.76

%  

 

869,238

 

30,722

 

4.73

%  

Available for sale securities

 

267,266

 

2,844

 

1.42

%  

 

179,901

 

1,560

 

1.16

%  

Total interest-earning assets

1,207,032

35,266

 

3.91

%  

1,126,771

32,348

 

3.84

%  

Non-interest-earning assets

 

82,152

 

  

 

  

 

70,646

 

  

 

  

Total assets

$

1,289,184

 

  

 

  

$

1,197,417

 

  

 

  

Liabilities and equity:

 

  

 

  

 

  

 

  

 

  

 

  

NOW accounts

$

161,500

$

172

 

0.14

%  

$

145,830

$

184

 

0.17

%  

Money market accounts

 

317,509

 

1,583

 

0.67

%  

 

231,849

 

1,042

 

0.60

%  

Savings accounts

 

190,218

 

279

 

0.20

%  

 

172,338

 

214

 

0.17

%  

Certificates of deposit

 

137,610

 

650

 

0.63

%  

 

183,136

 

1,292

 

0.94

%  

Total interest-bearing deposits

 

806,837

 

2,684

 

0.44

%  

 

733,153

 

2,732

 

0.50

%  

Escrow accounts

 

10,579

 

89

 

1.12

%  

 

9,727

 

84

 

1.15

%  

FHLB and FRB advances

 

18,586

 

293

 

2.11

%  

 

32,178

 

477

 

1.98

%  

Subordinated debt

 

5,155

 

122

 

3.16

%  

 

5,155

 

85

 

2.20

%  

Other interest-bearing liabilities

 

34,320

 

504

 

1.96

%  

 

47,060

 

646

 

1.84

%  

Total interest-bearing liabilities

841,157

3,188

 

0.51

%  

780,213

3,378

 

0.58

%  

Non-interest-bearing deposits

 

306,748

 

  

 

  

 

276,508

 

  

 

  

Other non-interest-bearing liabilities

 

23,023

 

  

 

  

 

19,844

 

  

 

  

Total liabilities

1,170,928

 

  

 

  

1,076,565

 

  

 

  

Total stockholders’ equity

 

118,256

 

  

 

  

 

120,852

 

  

 

  

Total liabilities and stockholders’ equity

$

1,289,184

 

  

 

  

$

1,197,417

 

  

 

  

Net interest income

 

  

$

32,078

 

  

 

  

$

28,970

 

  

Interest rate spread

 

  

 

  

 

3.40

%  

 

  

 

  

 

3.26

%  

Net interest margin(2)

 

  

 

  

 

3.55

%  

 

  

 

  

 

3.44

%  

Average interest-earning assets to average interest-bearing liabilities

 

  

 

  

 

143.50

%  

 

  

 

  

 

144.42

%  

(1)

Non-accruing loans are included in the outstanding loan balance. Deferred loan fees included in interest income totaled $1,129 and $2,007 for the nine months ended September 30, 2022 and 2021.

(2)

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

(3)

Annualized.

46

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). The Company does not have any excludable out-of-period items or adjustments.

Three Months Ended September 30, 2022

Nine Months Ended September 30, 2022

Compared to Three Months Ended

Compared to Nine Months Ended

September 30, 2021

September 30, 2021

Increase (Decrease)

Increase (Decrease)

Due to

Due to

    

Volume

    

Rate

    

Net

    

Volume

    

Rate

    

Net

Interest income:

 

  

 

  

 

  

 

  

 

  

 

  

Interest bearing depository accounts

$

(41)

$

154

$

113

$

(55)

$

199

$

144

Loans receivable

 

1,128

 

(126)

 

1,002

 

1,271

 

219

 

1,490

Available for sale securities

 

66

 

313

 

379

 

875

 

409

 

1,284

Total interest-earning assets

 

1,153

 

341

 

1,494

 

2,091

 

827

 

2,918

Interest expense:

 

  

 

  

 

  

 

  

 

  

 

  

Deposits

 

42

 

351

 

393

 

185

 

(230)

 

(45)

Escrow accounts

 

4

 

(1)

 

3

 

6

 

(4)

 

2

Federal Home Loan Bank advances

 

22

 

12

 

34

 

(213)

 

29

 

(184)

Subordinated debt

 

 

26

 

26

 

 

37

 

37

Total interest-bearing liabilities

 

68

 

388

 

456

 

(22)

 

(168)

 

(190)

Net increase in net interest income

$

1,085

$

(47)

$

1,038

$

2,113

$

995

$

3,108

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 maintains a management-level Asset/Liability Management Committee (the “ALCO”), which takes primary responsibility for reviewing the Company’s 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 from various modeling scenarios. This committee also implements any changes in strategies and reviews the performance of any specific asset/liability management actions that have been implemented.

We 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.

47

Net Economic Value Simulation. We analyze the Bank’s 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 the EVE under scenarios where interest rates increase 100, 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 the Bank’s EVE that would result from changes in market interest rates at September 30, 2022 (dollars in thousands).

Net Economic Value as a 

Net Economic Value

Percentage of Assets

    

Dollar

    

Dollar

    

Percent

    

EVE

    

Percent

 

Basis Point Change in Interest Rates

Amount

Change

Change

Ratio

Change

 

400

$

164,967

$

(16,396)

 

(9.0)

%  

14.13

%  

(1.5)

%

300

 

170,188

 

(11,175)

 

(6.2)

%  

14.30

%  

(0.3)

%

200

 

174,494

 

(6,869)

 

(3.8)

%  

14.38

%  

0.2

%

100

 

178,781

 

(2,582)

 

(1.4)

%  

14.43

%  

0.6

%

0

 

181,363

 

 

%  

14.34

%  

%

(100)

174,528

(6,835)

 

(3.8)

%  

13.52

%  

(5.7)

%

(200)

$

151,106

$

(30,257)

 

(16.7)

%  

11.49

%  

(19.9)

%

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 Management

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, sales and calls of investment securities and other short-term investments, 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 and security 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.

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 $16.0 million and $5.8 million for the nine-month periods ended September 30, 2022 and 2021, 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 $84.3 million and $74.1 for the nine-month periods ended September 30, 2022 and 2021, respectively, principally reflecting our investment security and loan activities in the respective periods. We also received $32.8 million in cash from the acquisition of two branches and the associated deposits in 2021. Cash outlays for

48

the purchase of securities decreased from $181.9 million for the nine-month period ended September 30, 2021 to $30.2 million for the period ended September 30, 2022. We had cash outflows from a net increase in loans of $101.3 million for the nine months ended September 30, 2022 compared to a cash inflow of $42.3 million for the nine months ended September 30, 2021. Deposit and borrowing cash flows have traditionally comprised most of our financing activities which resulted in net cash provided of $24.3 million in the nine months ended September 30, 2022, and $89.4 million in the comparable 2021 period.

At September 30, 2022, we had the following main sources of availability of liquid funds and borrowings:

(In thousands)

    

Total

Available liquid funds:

  

Cash and due from banks

$

28,110

Unencumbered securities

211,716

Amount available from the Paycheck Protection Plan Loan Facility

581

Availability of borrowings:

Zions Bank line of credit

10,000

Pacific Coast Bankers Bank line of credit

50,000

Other secured FHLB credit facility

161,709

Total available sources of funds

$

462,116

The following table summarizes our main contractual obligations and other commitments to make future payments as of September 30, 2022. The amount of the obligations presented in the table reflect principal amounts only and exclude the amount of interest we are obligated to pay. Also excluded from the table are a number of obligations to be settled in cash. These excluded items are reflected in our consolidated balance sheet and include deposits with no stated maturity, trade payables, and accrued interest payable.

September 30, 2022

(In thousands)

    

Total

    

One Year or Less

    

After One but within Five Years

    

After 5 Years

Payments Due:

  

  

  

  

Federal Home Loan Bank advances

$

37,541

$

37,541

$

$

Operating lease agreements

8,555

854

3,139

4,562

Subordinated debt

5,155

5,155

Time deposits with stated maturity dates

120,554

92,293

28,261

Total contractual obligations

$

171,805

$

130,688

$

31,400

$

9,717

We also have obligations under our post retirement plan and other benefit plans 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 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.

49

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 September 30, 2022. 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 three months ended September 30, 2022, 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.

50

PART II — OTHER INFORMATION

Item 1.           Legal Proceedings

Periodically, there have been various claims and lawsuits against us, such as employment related issues, claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incidental to our business. As of the date of this Quarterly Report on Form 10-Q, we are 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, 2021.

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

In September 2022, the Board approved a stock repurchase plan pursuant to which the Company was authorized to repurchase up to 247,506 shares of its common stock beginning in the fourth quarter of 2022.  

Participants in the Company’s equity incentive plans also may have awarded shares withheld to cover income taxes upon the vesting of restricted stock awards. Shares withheld to cover income taxes upon the vesting of restricted stock awards are retired pursuant to the terms of the applicable plan and not under a share repurchase program. Shares retired pursuant to these plans during the three months ended September 30, 2022 were as follows:

Period

Total Number of Shares

Average Price Paid per share

July 1 - 31, 2022

-

-

August 1 - 31, 2022

11,538

$

9.58

September 1 - 30, 2022

-

-

Total

11,538

$

9.58

Item 3.           Defaults Upon Senior Securities

None.

Item 4.           Mine Safety Disclosures

Not applicable.

Item 5.           Other Information

None.

51

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.)

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 September 30, 2022, formatted in inline 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

104.0

The cover page from Rhinebeck Bancorp’s Form 10-Q for the quarterly period ended September 30, 2022, formatted in inline XBRL (contained in Exhibit 101.0)

52

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: November 10, 2022

/s/ Michael J. Quinn

 

Michael J. Quinn
President and Chief Executive Officer

 

 

Date: November 10, 2022

/s/ Michael J. McDermott

 

Michael J. McDermott
Chief Financial Officer

53