Rhinebeck Bancorp, Inc. [RBKB] Filings

10-Q 1 rbkb-20230630x10q.htm 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 June 30, 2023

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

For the transition period from to

Commission File No. 001-38779

Rhinebeck Bancorp, Inc.

(Exact name of registrant as specified in its charter)


Maryland		83-2117268
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2 Jefferson Plaza, Poughkeepsie, New York		12601
(Address of Principal Executive Offices)		(Zip Code)

(845) 454-8555

(Registrant’s telephone number)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	RBKB	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.

Yes ☒ No ☐

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

Yes ☒ No ☐

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


Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☒

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

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

Yes ☐ No ☒

As of August 1, 2023, there were 11,083,897 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 June 30, 2023 and December 31, 2022	1

	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2023 and 2022	2

	Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2023 and 2022	3

	Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022	4

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52

Item 4.	Controls and Procedures	52

PART II. OTHER INFORMATION		53

Item 1.	Legal Proceedings	53

Item 1A.	Risk Factors	53

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 3.	Defaults Upon Senior Securities	53

Item 4.	Mine Safety Disclosures	53

Item 5.	Other Information	53

Item 6.	Exhibits	54

	SIGNATURES	55

Table of Contents

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)


	June 30,		December 31,
	2023		2022
Assets
Cash and due from banks	$	12,322	$	13,294
Federal funds sold		38,247		14,569
Interest bearing depository accounts		3,379		3,521
Total cash and cash equivalents		53,948		31,384

Available for sale securities (at fair value)		206,854		223,659
Loans receivable (net of allowance for credit losses of $8,003 and $7,943, respectively)		987,024		994,368
Federal Home Loan Bank stock		5,542		3,258
Accrued interest receivable		3,020		4,255
Cash surrender value of life insurance		30,118		29,794
Deferred tax assets (net of valuation allowance of $529 and $450, respectively)		10,746		10,131
Premises and equipment, net		18,197		18,722
Goodwill		2,235		2,235
Intangible assets, net		289		334
Other assets		19,173		17,837
Total assets	$	1,337,146	$	1,335,977
Liabilities and Stockholders’ Equity
Liabilities
Deposits
Non-interest bearing	$	256,245	$	283,563
Interest bearing		821,211		846,370
Total deposits		1,077,456		1,129,933

Mortgagors’ escrow accounts		13,464		9,732
Advances from the Federal Home Loan Bank		106,450		57,723
Subordinated debt		5,155		5,155
Accrued expenses and other liabilities		27,158		25,302
Total liabilities		1,229,683		1,227,845

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 11,083,897 and 11,284,565 at June 30, 2023 and December 31, 2022, respectively)		111		113
Additional paid-in capital		45,976		47,075
Unearned common stock held by the employee stock ownership plan		(3,382)		(3,491)
Retained earnings		98,220		96,624
Accumulated other comprehensive loss:
Net unrealized loss on available for sale securities, net of taxes		(29,010)		(28,192)
Defined benefit pension plan, net of taxes		(4,452)		(3,997)
Total accumulated other comprehensive loss		(33,462)		(32,189)
Total stockholders’ equity		107,463		108,132
Total liabilities and stockholders’ equity	$	1,337,146	$	1,335,977

See accompanying notes to consolidated financial statements

Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Consolidated Statements of Income (Unaudited)

(In thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Interest and Dividend Income
Interest and fees on loans	$	13,313	$	10,727	$	26,708	$	20,808
Interest and dividends on securities		1,228		968		2,246		1,842
Other income		398		44		587		63
Total interest and dividend income		14,939		11,739		29,541		22,713
Interest Expense
Interest expense on deposits		4,264		766		8,234		1,511
Interest expense on borrowings		1,375		106		2,143		221
Total interest expense		5,639		872		10,377		1,732
Net interest income		9,300		10,867		19,164		20,981
Provision for (reversal of) credit losses		(452)		346		562		567
Net interest income after provision for (reversal of) credit losses		9,752		10,521		18,602		20,414
Non-interest Income
Service charges on deposit accounts		718		706		1,426		1,412
Net realized loss on sales and calls of securities		—		(162)		—		(162)
Net gain on sales of loans		52		293		62		693
Increase in cash surrender value of life insurance		164		161		324		318
Gain on disposal of premises and equipment		19		—		36		—
Investment advisory income		234		363		543		703
Other		171		142		343		250
Total non-interest income		1,358		1,503		2,734		3,214
Non-interest Expense
Salaries and employee benefits		4,952		5,517		10,192		11,036
Occupancy		1,087		1,199		2,166		2,297
Data processing		506		456		978		942
Professional fees		616		479		982		873
Marketing		143		201		247		318
FDIC deposit insurance and other insurance		354		194		636		376
Amortization of intangible assets		21		24		45		51
Other		1,610		1,415		3,246		2,697
Total non-interest expense		9,289		9,485		18,492		18,590
Income before income taxes		1,821		2,539		2,844		5,038
Provision for income taxes		390		510		615		956
Net income	$	1,431	$	2,029	$	2,229	$	4,082

Earnings per common share:
Basic	$	0.13	$	0.19	$	0.21	$	0.38
Diluted	$	0.13	$	0.18	$	0.20	$	0.37

Weighted average shares outstanding, basic		10,823,598		10,820,802		10,852,563		10,818,075
Weighted average shares outstanding, diluted		10,882,837		10,992,428		10,956,468		11,001,460

See accompanying notes to consolidated financial statements

Table of Contents

Rhinebeck Bancorp, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(In thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net Income	$	1,431	$	2,029	$	2,229	$	4,082
Other Comprehensive (Loss) Income:
Unrealized holding losses arising during the period		(3,847)		(7,156)		(1,036)		(21,003)
Reclassification adjustment for gains or losses included in net realized loss on sales and calls of securities on the consolidated statements of income		—		162		—		162
Net unrealized losses on available for sale securities		(3,847)		(6,994)		(1,036)		(20,841)
Tax effect(a)		808		1,469		218		4,377
Unrealized losses on available for sale securities, net of tax		(3,039)		(5,525)		(818)		(16,464)
Defined benefit pension plan:
Actuarial losses arising during the period		(389)		(972)		(389)		(972)
Reclassification adjustment for amortization of net actuarial (gain) loss (b)		(187)		134		(187)		134
Total		(576)		(838)		(576)		(838)
Tax effect (c)		121		176		121		176
Defined benefit pension plan losses, net of tax		(455)		(662)		(455)		(662)
Other comprehensive loss:		(3,494)		(6,187)		(1,273)		(17,126)
Total Comprehensive (Loss) Income	$	(2,063)	$	(4,158)	$	956	$	(13,044)

(a)	Includes $0 for both the three and six months ended June 30, 2023 and $34 for the three and six months ended June 30, 2022, 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 ($39) for both the three and six months ended June 30, 2023 and $28 for the three and six months ended June 30, 2022, 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

Table of Contents

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, 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 income		—		—		—		—		(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

Balance at December 31, 2022	$	113	$	47,075	$	(3,491)	$	96,624	$	(32,189)	$	108,132
Cumulative effect of change in accounting principle (See Note 1 of the Consolidated Financial Statements– Impact of Recent Accounting Pronouncements), net of tax	$	—	$	—	$	—	$	(633)	$	—	$	(633)
Balance at January 1, 2023 as adjusted for change in accounting principle	$	113	$	47,075	$	(3,491)	$	95,991	$	(32,189)	$	107,499

Net income		—		—		—		798		—		798
Other comprehensive income		—		—		—		—		2,221		2,221
ESOP shares committed to be allocated		—		(5)		54		—		—		49
Share-based compensation expense		—		150		—		—		—		150
Balance at March 31, 2023	$	113	$	47,220	$	(3,437)	$	96,789	$	(29,968)	$	110,717

Net income		—		—		—		1,431		—		1,431
Other comprehensive loss		—		—		—		—		(3,494)		(3,494)
ESOP shares committed to be allocated		—		(16)		55		—		—		39
Share-based compensation expense		—		150		—		—		—		150
Repurchase of common stock		(2)		(1,378)		—		—		—		(1,380)
Balance at June 30, 2023	$	111	$	45,976	$	(3,382)	$

Rhinebeck Bancorp, Inc. [RBKB] Filings
10-Q	[2023-08-10]
10-Q	[2023-05-11]
10-K	[2023-03-23]
10-Q	[2022-11-10]
10-Q	[2022-08-11]
10-Q	[2022-05-12]
10-K	[2022-03-22]
10-Q	[2021-11-10]
10-Q	[2021-08-12]
10-Q	[2021-05-13]
10-K	[2021-03-25]
10-Q	[2020-11-12]
10-Q	[2020-08-13]
10-Q	[2020-05-14]
10-K	[2020-03-26]
10-Q	[2019-11-14]
10-Q	[2019-08-14]
10-Q	[2019-05-14]
10-K	[2019-03-29]
10-Q	[2018-12-24]
S-1	[2018-09-10]