General



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

Cautionary Note Regarding Forward-Looking Statements



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

? statements of our goals, intentions and expectations;

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

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

? estimates of our risks and future costs and benefits.



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

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

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

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

? our ability to access cost-effective funding;

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

? demand for loans and deposits in our market area;

? our ability to continue to implement our business strategies;

? competition among depository and other financial institutions;



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

                                       35

--------------------------------------------------------------------------------

Table of Contents

? adverse changes in the securities markets;

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

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

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

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



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

? changes in consumer spending, borrowing and savings habits;



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

? our ability to retain key employees;

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

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



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



? demand for our products and services may decline, making it difficult to grow

assets and income;

if the economy is unable to substantially reopen, and high levels of

? unemployment continue for an extended period of time, loan delinquencies,

problem assets, and foreclosures may increase, resulting in increased charges

and reduced income;

? collateral for loans, especially real estate, may decline in value, which could

cause loan losses to increase;

? our allowance for loan losses may have to be increased if borrowers experience

financial difficulties, which will adversely affect our net income;

? the net worth and liquidity of loan guarantors may decline, impairing their

ability to honor commitments to us;

as the result of the decline in the Federal Reserve Board's target federal

? funds rate to near 0%, the yield on our assets may decline to a greater extent

than the decline in our cost of interest-bearing liabilities, reducing our net


   interest margin and spread and reducing net income;


                                       36

--------------------------------------------------------------------------------

Table of Contents

? our cyber security risks are increased as the result of an increase in the

number of employees working remotely;

? FDIC premiums may increase if the agency experience additional resolution

costs; and

we may face litigation, regulatory enforcement and reputation risk as a result

? of our participation in the U.S. Small Business Administration ("SBA") Paycheck

Participation Program ("PPP") and the risk that the SBA may not fund some or


   all PPP loan guaranties.




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

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

Critical Accounting Policies



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

Impact of COVID-19



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

Effects on Our Market Areas.



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

Policy and Regulatory Developments.

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

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


                                       37

--------------------------------------------------------------------------------

Table of Contents



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

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

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

Pandemic Operational Preparations & Status.



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

Effects on Our Business.



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

                                       38

--------------------------------------------------------------------------------


  Table of Contents



Loan Composition & Activity.

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


                                                                                        June 30, 2020
Commercial loans:                                                           Number of Loans    Balance    Percent

                                                                                         (unaudited)
Accommodation and Food Services                                                         154   $  23,799     5.20 %

Administrative and Support and Waste Management and Remediation Services

             111       7,213     1.58 %
Agriculture, Forestry, Fishing and Hunting                                               25       5,481     1.20 %
Arts, Entertainment and Recreation                                                       48       8,738     1.91 %
Construction                                                                            280      27,895     6.09 %
Educational Services                                                                     15       5,558     1.21 %
Finance and Insurance                                                                    24       1,651     0.36 %
Health Care and Social Assistance                                                       142      21,553     4.71 %
Information                                                                              15       1,471     0.32 %
Loans to Individuals                                                                    365      63,767    13.93 %
Management of Companies and Enterprises                                                   1       1,609     0.35 %
Manufacturing                                                                           103      20,036     4.38 %
Mining                                                                                    4         229     0.05 %
Other Services                                                                          134      12,604     2.74 %
Professional, Scientific and Technical Services                                         113      11,312     2.47 %
Real Estate and Rental and Leasing                                                      447     208,831    45.62 %
Retail Trade                                                                            135      22,259     4.86 %
Transportation and Warehousing                                                           50       2,953     0.65 %
Wholesale Trade                                                                          34      10,844     2.37 %
Total loans                                                                           2,200   $ 457,803   100.00 %



U.S. Small Business Administration Paycheck Protection Program.



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



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



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


COVID-19 Loan Forbearance Programs





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

                                       39

--------------------------------------------------------------------------------

Table of Contents

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





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


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






                                   Number of Loans    Balance     Weighted Rate

Commercial real estate loans:                       (unaudited)
Non-residential                                 65   $  63,703          4.4 %
Multi-family                                     4       2,724          4.4 %
Residential real estate loans                   18       4,912          4.7 %
Commercial and industrial loans                156      17,032          5.1 %
Consumer loans:
Indirect automobile                          1,798      34,823          7.6 %
Home equity                                     11         620          3.8 %
Other consumer                                  82       1,176          6.6 %
Total loans                                  2,134   $ 124,990          5.4 %



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



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

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

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

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

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



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

                                       40

--------------------------------------------------------------------------------

Table of Contents



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

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

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

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



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



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



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

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

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



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

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





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

                                       41

--------------------------------------------------------------------------------

Table of Contents

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





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



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



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



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



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



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



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



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





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

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



                                       42

--------------------------------------------------------------------------------

Table of Contents

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



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


                                                                         

For the Three Months Ended June 30,


                                                                 2020                                           2019
                                                Average       Interest and                     Average       Interest and
                                                Balance        Dividends       Yield/Cost      Balance        Dividends       Yield/Cost

                                                                                       (unaudited)
Assets:
Interest bearing depository accounts          $    66,351    $           13          0.08 %  $     1,403    $            6          1.72 %
Loans(1)                                          876,809            10,569          4.85 %      731,075             9,401          5.16 %
Available for sale securities                     114,405               631          2.22 %      115,448               713          2.48 %
Total interest-earning assets                   1,057,565            11,213          4.26 %      847,926            10,120          4.79 %
Non-interest-earning assets                        61,092                                         52,040
Total assets                                  $ 1,118,657                                    $   899,966
Liabilities and equity:
NOW accounts                                  $   107,062    $           61          0.23 %  $    98,201    $           79          0.32 %
Money market accounts                             164,676               417          1.02 %      133,054               436          1.31 %
Savings accounts                                  136,898                89          0.26 %      120,498               106          0.35 %
Certificates of deposit                           232,056             1,265          2.19 %      181,778               994          2.19 %
Total interest-bearing deposits                   640,692             1,832          1.15 %      533,531             1,615          1.21 %
Escrow accounts                                     9,526                27          1.14 %        8,732                26          1.19 %
Federal Home Loan Bank advances                   101,564               336          1.33 %       73,840               498          2.71 %
Subordinated debt                                   5,155                41          3.20 %        5,155                60          4.67 %
Other interest-bearing liabilities                116,245               404          1.40 %       87,727               584          2.67 %
Total interest-bearing liabilities                756,937             2,236          1.19 %      621,258             2,199          1.42 %
Non-interest-bearing deposits                     230,116                                        164,911
Other non-interest-bearing liabilities             16,868                                          9,901
Total liabilities                               1,003,921                                        796,070
Total stockholders' equity                        114,736                                        103,896
Total liabilities and stockholders' equity    $ 1,118,657                                    $   899,966
Net interest income                                          $        8,977                                 $        7,921
Interest rate spread                                                                 3.07 %                                         3.37 %
Net interest margin(2)                                                               3.41 %                                         3.75 %
Average interest-earning assets to average
interest-bearing liabilities                                                       139.72 %                                       136.49 %




                                       43

--------------------------------------------------------------------------------

Table of Contents

For the Six Months Ended June 30,


                                                                 2020                                           2019
                                                Average       Interest and                     Average       Interest and
                                                Balance        Dividends       Yield/Cost      Balance        Dividends       Yield/Cost

                                                                                 (Dollars in thousands)
Assets:
Interest bearing depository accounts          $    35,345    $           24          0.14 %  $     3,716    $           41          2.22 %
Loans(1)                                          839,973            20,615          4.94 %      713,530            18,116          5.12 %
Available for sale securities                     115,850             1,314          2.28 %      111,330             1,321          2.39 %
Total interest-earning assets                     991,168            21,953          4.45 %      828,576            19,478          4.74 %
Non-interest-earning assets                        59,968                                         52,292
Total assets                                  $ 1,051,136                                    $   880,868
Liabilities and equity:
NOW accounts                                  $   102,775    $          119          0.23 %  $    96,165    $          152          0.32 %
Money market accounts                             159,940               913          1.15 %      134,409               851          1.28 %
Savings accounts                                  130,571               169          0.26 %      121,113               212          0.35 %
Certificates of deposit                           229,030             2,629          2.31 %      172,843             1,764          2.06 %
Total interest-bearing deposits                   622,316             3,830          1.24 %      524,530             2,979          1.15 %
Escrow accounts                                     8,086                46          1.14 %        7,548                44          1.18 %
Federal Home Loan Bank advances                    83,275               688          1.66 %       64,283               853          2.68 %
Subordinated debt                                   5,155                91          3.55 %        5,583               111          4.01 %
Other interest-bearing liabilities                 96,516               825          1.72 %       77,414             1,008          2.63 %
Total interest-bearing liabilities                718,832             4,655          1.30 %      601,944             3,987          1.34 %
Non-interest-bearing deposits                     202,986                                        163,182
Other non-interest-bearing liabilities             15,841                                         16,715
Total liabilities                                 937,659                                        781,841
Total stockholders' equity                        113,477                                         99,027
Total liabilities and stockholders' equity    $ 1,051,136                                    $   880,868
Net interest income                                          $       17,298                                 $       15,491
Interest rate spread                                                                 3.15 %                                         3.40 %
Net interest margin(2)                                                               3.51 %                                         3.77 %
Average interest-earning assets to average
interest-bearing liabilities                                                       137.89 %                                       137.65 %


--------------------------------------------------------------------------------

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

(2) Represents the difference between interest earned and interest paid, divided


    by average total interest earning assets.




                                       44

--------------------------------------------------------------------------------

Table of Contents

Rate/Volume Analysis



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


                                    Three Months Ended June 30, 2020            Six Months Ended June 30, 2020
                                     Compared to Three Months Ended              Compared to Six Months Ended
                                             June 30, 2019                              June 30, 2019
                                          Increase (Decrease)                        Increase (Decrease)
                                                 Due to                                     Due to
                                  Volume           Rate           Net         Volume          Rate          Net

                                              (unaudited)                                (unaudited)
Interest income:
Interest bearing depository
accounts                        $         7     $         -     $      7    $     (19)     $        2     $   (17)
Loans receivable                      1,672           (504)        1,168         3,137          (638)        2,499
Marketable securities                   (7)            (75)         (82)            46           (53)          (7)
Total interest-earning
assets                                1,672           (579)        1,093         3,164          (689)        2,475
Interest expense:
Deposits                               (62)             280          218           792             61          853
Escrow accounts                           2             (1)            1             3            (2)            1
Federal Home Loan Bank
advances                                458           (621)        (163)           582          (748)        (166)
Subordinated debt                         -            (19)         (19)           (8)           (12)         (20)
Total interest-bearing
liabilities                             398           (361)           37         1,369          (701)          668
Net increase in net interest
income                          $     1,274     $     (218)     $  1,056    $    1,795     $       12     $  1,807




Management of Market Risk

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

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

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

                                       45

--------------------------------------------------------------------------------

Table of Contents

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



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


                                                                                  Net Economic
                                                                              Value as Percent of
                                               Net Economic Value                  of Assets
                                         Dollar       Dollar      Percent      EVE        Percent
Basis Point Change in Interest Rates     Amount       Change      Change      Ratio        Change

                                                   (unaudited)
400                                     $ 76,998    $ (18,462)     (19.3) %     7.48 %       (10.7) %
300                                       82,964      (12,496)     (13.1) %     7.86 %        (6.1) %
200                                       89,269       (6,191)      (6.5) %     8.23 %        (1.6) %
100                                       95,225         (235)      (0.2) %     8.55 %        (2.1) %
0                                         95,460             -          - %     8.37 %            - %
(100)                                   $ 75,166    $ (20,294)     (21.3) %     6.46 %       (22.8) %




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

Liquidity and Capital Resources



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

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

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

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

                                       46

--------------------------------------------------------------------------------

Table of Contents



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

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

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

Impact of Inflation and Changing Prices



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

© Edgar Online, source Glimpses