General


Management's discussion and analysis of financial condition and results of
operations at March 31, 2022 and December 31, 2021 and for the three months
ended March 31, 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, that are worse than expected, including as a result of the ongoing coronavirus pandemic;

? 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;



                                       36

? 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;

? adverse 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

settlement;

? 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;



? 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
continuing impact of the COVID-19 pandemic on our business. 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;

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

ability to honor commitments to us;

? 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 increase if borrowers experience financial

difficulties, which will adversely affect our net income;

? our investment advisory fees may decline with continuing market turmoil;




                                       37

? 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 experiences additional resolution

costs; and

? we may experience loss or unavailability of employees, executive officers or

directors.




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 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, 2021, filed with the Securities and Exchange
Commission. As of March 31, 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.

Comparison of Financial Condition at March 31, 2022 and December 31, 2021

Total Assets. Total assets were $1.28 billion at both March 31, 2022 and December 31, 2021, with a small increase of $318,000. The increase was primarily related to increases in loans receivable and deferred tax assets, offset by decreases in cash and due from banks and available for sale securities.


Cash and Due from Banks. Cash and due from banks decreased $4.7 million, or
6.6%, to $67.4 million at March 31, 2022 from $72.1 million at December 31, 2021
primarily due to an decrease in deposits held at the Federal Reserve Bank of New
York as excess funds were used to purchase securities.

Investment Securities Available for Sale. Investment securities available for
sale decreased $3.2 million, or 1.2%, to $277.0 million at March 31, 2022 from
$280.3 million at December 31, 2021. This decrease was primarily due to calls
and maturities of $16.5 million and an increase of $13.8 million in unrealized
market losses, partially offset by $27.2 million in purchases.

Net Loans. Total net loans receivable were $860.2 million at March 31, 2022, an
increase of $5.2 million, or 0.6%, as compared to $855.0 million at December 31,
2021. The increase was primarily due to increases of $22.5 million, or 5.9%, in
indirect automobile loans and $3.4 million, or 1.4%, in non-residential
commercial real estate loans, while commercial loans and multi-family loans
decreased $13.7 million and $7.0 million, respectively.

Non-accrual loans and non-performing assets increased $47,000, or 0.7%, to $6.7
million at March 31, 2022. We had no other real estate owned in at the end of
either period.

Total Liabilities. Total liabilities increased $9.0 million, or 0.8%, to $1.16
billion at March 31, 2022, primarily due to an increase in deposits of $10.6
million and an increase in accrued expenses and other liabilities of $1.9
million, partially offset by a decrease in advances from the FHLB of $2.1
million and a decrease in mortgagors' escrow accounts of $1.4 million.

Deposits. Deposits increased $10.6 million, or 1.0%, to $1.11 billion at March
31, 2022. Interest bearing accounts grew $20.8 million, or 2.6%, to $808.0
million while non-interest bearing balances decreased $10.2 million, or 3.2%,
finishing the first three months of 2022 at $304.6 million. Of the interest
bearing accounts, transaction accounts including NOW, savings and money market
accounts increased $35.2 million, which was partially offset by a decrease

in
time

                                       38

deposits of $14.4 million. The continued growth in the deposits was primarily due to the addition of four branches during 2021.



Borrowed Funds. Advances from the FHLB decreased $2.1 million, or 11.7%, from
$18.0 million at December 31, 2021 to $15.9 million at March 31, 2022, as the
Company was able to utilize increased deposits to fund asset growth.

Stockholders' Equity. Stockholders' equity decreased $8.7 million to $117.3
million at March 31, 2022, primarily due to an increase in the net unrealized
loss on available for sale securities of $10.9 million partially offset by $2.1
million in net income. At March 31, 2022, the Company's book value per share was
$10.38 and the Company's ratio of stockholders' equity-to-total assets was
9.15%. Unearned common stock held by the Bank's employee stock ownership plan
was $3.7 million at March 31, 2022.

Comparison of Operating Results for the Three Months Ended March 31, 2022 and 2021


Net Income. Net income for the three months ended March 31, 2022 decreased $1.3
million, or 38.2%, to $2.1 million, or $0.19 per diluted share, compared to net
income of $3.3 million, or $0.31 per diluted share, for the three months ended
March 31, 2021. Interest and dividend income decreased $78,000, or 0.7%,
interest expense decreased $410,000, or 32.3%, the provision for loan losses
increased $290,000, non-interest income decreased $530,000, or 23.7%, while
other expenses and taxes increased $780,000, or 8.9%, between comparable
quarters.

Net Interest Income. Net interest income increased $332,000, or 3.4%, to $10.1
million for the three months ended March 31, 2022, compared to $9.8 million for
the quarter ended March 31, 2021.  The ratio of average interest-earning assets
to average interest-bearing liabilities improved 0.9% to 145.18% while our net
interest margin decreased by 23 basis points to 3.42% when comparing the first
quarter of 2022 to the same period in 2021.

Interest Income. Interest income decreased $78,000, or 0.7%, to $11.0 million
for the three months ended March 31, 2022 from $11.1 million for the comparable
2021 period. An increase in interest and dividends on securities was offset by a
decrease in interest and fees on loans. The average yield decreased by 41 basis
points to 3.71%, which was offset by an increase in the average balances of
interest-earning assets of $111.3 million, or 10.2%, to $1.20 billion.

Interest Expense. Interest expense decreased $410,000, or 32.3%, from $1.3
million for the quarter ended March 31, 2021, to $860,000 for the quarter ended
March 31, 2022. Interest rates on interest-bearing liabilities decreased 26
basis points to an average of 0.42% for the quarter ended March 31, 2022, which
was offset by an increase in the average balance of total interest-bearing
liabilities of $70.1 million, or 9.3%, to $826.1 million.

Provision for Loan Losses. The provision for loan losses increased by $290,000,
from a credit to the provision of $69,000 for the quarter ended March 31, 2021
to an expense of $221,000 for the current quarter. The credit for the first
quarter of 2021 was 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 the economic conditions as our
customers showed  signs of recovering from the pandemic. The expense in the
first quarter of 2022 was primarily due to growth in our indirect automobile and
non-residential commercial real estate loan balances and changes to the
qualitative factors impacting our multi-family real estate loan portfolio.

Net charge-offs for the quarter ended March 31, 2022 totaled $80,000 compared to
$303,000 for the comparable period in 2021.  The decrease 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.

                                       39

Non-Interest Income. Non-interest income totaled $1.7 million for the three
months ended March 31, 2022, a decrease of $530,000, or 23.7%, from the
comparable period in the prior year, due primarily to a decrease in the net gain
on sales of mortgage loans as a result of a decline in loan volume when compared
to the first quarter in 2021 due to the higher interest rate environment and the
lack of available housing inventory in our market area. For the quarter  ended
March 31, 2022, the gain on sales of mortgage loans decreased $659,000, or
62.2%, as the Company sold $10.9 million of residential mortgage loans in the
first quarter of 2022 as compared to $24.7 million in the first quarter of 2021.
Gains related to the collection of life insurance proceeds of $195,000 and on
the disposal of premises and equipment of $17,000, both of which only occurred
in the first quarter of 2021, also contributed to the relative decrease in
non-interest income.  These decreases were partially offset by an increase in
investment advisory income of $123,000, or 56.7%, and an increase in service
charges on deposit accounts, which increased $97,000, or 15.9%, as transaction
volume increased and the ability to charge fees increased.

Non-Interest Expense. For the first quarter of 2022, non-interest expense
totaled $9.1 million, an increase of $1.2 million, or 14.5%, over the comparable
2021 period. The increase was primarily due to an increase in salaries and
benefits of $927,000, or 20.2%, due to the four new branches opened in 2021 as
well as annual merit increases, production incentives and employee benefit
increases. Also, the competitive pressures of the local job market has
contributed to general increases in wages. For the three months ended March 31,
2022, occupancy expenses increased $144,000, or 15.1%, as a result of the
additional rent, depreciation and other expenses related to the branch
expansion. The addition of branches was also primarily responsible for increased
data processing costs of $91,000 and increased marketing fees of $29,000. These
increases were partially offset by decreased professional fees of $14,000 and a
decrease in other non-interest expenses of $49,000, or 3.7%.

Income Taxes. Income taxes decreased by $372,000 for the three months ended
March 31, 2022 as compared to the comparable period in 2021 as our income before
income taxes decreased. Our effective tax rate for the three months ended March
31, 2022 was 17.9% compared to 19.8% for the three months ended March 31, 2021.

                                       40

Average Balance Sheets for the Three Months Ended March 31, 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 March 31,
                                                                     2022                                                 2021
                                                 Average        Interest and                          Average        Interest and
                                                 Balance         Dividends 

Yield/Cost(3) Balance Dividends Yield/Cost(3) Assets: Interest bearing depository accounts

$    49,343     $           19              0.16 %   $    84,266     $           19              0.09 %
Loans(1)                                           859,810             10,081              4.76 %       880,712             10,670              4.91 %
Available for sale securities                      290,227                874              1.22 %       123,086                363              1.20 %
Total interest-earning assets                    1,199,380             10,974              3.71 %     1,088,064             11,052              4.12 %
Non-interest-earning assets                         78,061                                               57,927
Total assets                                   $ 1,277,441                                          $ 1,145,991
Liabilities and equity:
NOW accounts                                   $   158,501     $           55              0.14 %   $   137,701     $           60              0.18 %
Money market accounts                              302,634                365              0.49 %       205,663                327              0.64 %
Savings accounts                                   185,523                 69              0.15 %       161,425                 67              0.17 %
Certificates of deposit                            150,333                236              0.64 %       192,056                548              1.16 %
Total interest-bearing deposits                    796,991                725              0.37 %       696,845              1,002              0.58 %
Escrow accounts                                      7,347                 20              1.10 %         6,820                 19              1.13 %
Federal Home Loan Bank advances                     16,649                 85              2.07 %        47,253                221              1.90 %
Subordinated debt                                    5,155                 30              2.36 %         5,155                 28              2.20 %
Other interest-bearing liabilities                  29,151                135              1.88 %        59,228                268              1.84 %
Total interest-bearing liabilities                 826,142                860              0.42 %       756,073              1,270              0.68 %
Non-interest-bearing deposits                      305,329                                              253,365
Other non-interest-bearing liabilities              21,068                                               18,374
Total liabilities                                1,152,539                                            1,027,812
Total stockholders' equity                         124,902                                              118,179
Total liabilities and stockholders' equity     $ 1,277,441
                        $ 1,145,991
Net interest income                                            $       10,114                                       $        9,782
Interest rate spread                                                                       3.29 %                                               3.44 %
Net interest margin(2)                                                                     3.42 %                                               3.65 %
Average interest-earning assets to average
interest-bearing liabilities                                                             145.18 %                                             143.91 %


(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.




(3) Annualized.


                                       41

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 March 31, 2022
                                             Compared to Three Months Ended
                                                     March 31, 2021
                                                  Increase (Decrease)
                                                         Due to
                                          Volume           Rate           Net
Interest income:

Interest bearing depository accounts    $      (10)     $        10     $  

   -
Loans receivable                              (250)           (339)        (589)
Marketable securities                           503               8          511
Total interest-earning assets                   243           (321)         (78)
Interest expense:
Deposits                                         46           (322)        (276)
Escrow accounts                                   1               -            1

Federal Home Loan Bank advances               (155)              19       

(136)


Subordinated debt                                 -               1        

1


Total interest-bearing liabilities            (108)           (302)       

(410)

Net increase in net interest income $ 351 $ (19) $


 332


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.

                                       42

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 March 31, 2022 (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
400                                     $ 161,330    $  (5,814)      (3.5) %    13.68 %          4.7 %
300                                       164,243       (2,901)      (1.7) %    13.66 %          4.5 %
200                                       166,106       (1,038)      (0.6) %    13.55 %          3.6 %
100                                       167,736           592        0.4 %    13.39 %          2.5 %
0                                         167,144             -          - %    13.07 %            - %
(100)                                   $ 138,713    $ (28,431)     (17.0) %    10.62 %       (18.7) %


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 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 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 $7.5 million
and $2.6 million for the three-month periods ended March 31, 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 $19.4 million and
$35.7 for the three-month periods ended March 31, 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 in 2021. Cash outlays for the purchase of securities

                                       43

decreased from $88.4 million for the three-month period ended March 31, 2021 to
$27.2 million for the period ended March 31, 2022. Cash proceeds from principal
repayments, maturities and sales of investment securities amounted to $16.5
million and $14.4 million in the three months ended March 31, 2022 and 2021,
respectively. We had cash flows from a net increase in loans of $8.2 million for
the three months ended March 31, 2022 compared to a net decrease of $4.9 million
for the three months ended March 31, 2021. Deposit and borrowing cash flows have
traditionally comprised most of our financing activities which resulted in net
cash provided of $7.1 million in the three months ended March 31, 2022, and
$29.4 million in comparable 2021 period.

At March 31, 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                                             $  67,365
Unencumbered securities                                               270,713
Amount available from the Paycheck Protection Plan Loan Facility       13,756
Availability of borrowings:
Zions Bank line of credit                                              

10,000

Pacific Coast Bankers Bank line of credit                              

50,000


Other secured FHLB credit facility                                    

159,430


Total available sources of funds                                    $ 

571,264




The following table summarizes our main contractual obligations and other
commitments to make future payments as of March 31, 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.

                                                                  March 31, 2022
                                                                       After One but
                                                          One Year      within Five
             (In thousands)                   Total       or Less          Years         After 5 Years
Payments Due:

Federal Home Loan Bank advances             $  15,928    $   15,928    $   

       -    $             -
Operating lease agreements                      8,982           640            3,272              5,070
Subordinated debt                               5,155             -                -              5,155

Time deposits with stated maturity dates      142,501       107,282           35,219                  -
Total contractual obligations               $ 172,566    $  123,850    $   

38,491 $ 10,225




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 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.

                                       44

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