Plan of Reorganization

9 Months Ended

Sep. 30, 2018

Reorganizations [Abstract]

Plan of Reorganization

17. Plan of Reorganization

On June 12, 2018, the Board of Trustees of the Company and the Board of Directors of the Bank adopted a Plan of Reorganization and Minority Stock Issuance (the “Plan”). The Plan is subject to the approval of the Board of Governors of the Federal Reserve System and the New York State Department of Financial Services and must be approved by the affirmative vote of 75% of the votes cast by depositors of the Bank at a special meeting.  Pursuant to the Plan, the Bank proposes to reorganize into the “two-tier” mutual holding company form of ownership.  In connection with the reorganization, a new stock holding company named Rhinebeck Bancorp, Inc. has been organized and will become the bank holding company for the Bank. As part of the reorganization, Rhinebeck Bancorp, Inc. will sell stock to the public, with the total offering value and number of shares of common stock based upon an independent appraiser’s valuation.  The stock will be priced at $10.00 per share.  In addition, the Bank’s Board of Directors will adopt an employee stock ownership plan (“ESOP”), which is permitted to subscribe for up to 3.92% of the common stock to be outstanding following the completion of the reorganization and the offering. Rhinebeck Bancorp, Inc. is organized as a Maryland corporation and will offer 43% of its common stock to be outstanding to the Bank’s eligible members, the ESOP and certain other persons. The Bank also intends to form a charitable foundation, Rhinebeck Bank Community Foundation, Inc., and fund it with 2% of the shares to be outstanding following completion of the reorganization and the offering and up to $200 in cash. The Company will own 55% of the common stock of Rhinebeck Bancorp, Inc. outstanding upon completion of the reorganization and stock offering.

The costs of the reorganization and the issuing of the common stock will be deferred and deducted from the sales proceeds of the offering. If the reorganization and offering is unsuccessful, all deferred costs will be charged to operations. As of September 30, 2018, $471 of reorganization costs had been incurred.