0001823365us-gaap:~~ResidentialPortfolioSegmentMembergbny:OneToFourFamilyResidentialMemberus-gaap:SpecialMentionMember2021-12-31~~CommercialPortfolioSegmentMemberus-gaap:CommercialRealEstateMemberus-gaap:FinancialAssetNotPastDueMember2022-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2022~~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 number 001-39883

Generations Bancorp NY, Inc.

(Exact name of registrant as specified in its charter)

Maryland		85-3659943
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

20 East Bayard Street

Seneca Falls, New York 13148

(Address of principal executive offices)

(Zip Code)

(315) 568-5855

(Registrant’s telephone number, including area code)

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


Title of each class	Ticker Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	GBNY	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 filing 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, 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.

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 ☒.

~~2,364,979~~2,235,889 shares of the Registrant’s common stock, par value $0.01 per share, were issued and outstanding as of ~~November 3, 2022.~~August 2, 2023.

Table of Contents

Index


	Page
PART I. FINANCIAL INFORMATION	1

Item 1. Condensed Consolidated Financial Statements	1

Condensed Consolidated Statements of Financial Condition – ~~September~~ June 30, ~~2022~~2023 (Unaudited) and December 31, ~~2021~~2022	1

Condensed Consolidated Statements of Income – Three-month and ~~Nine-month~~Six-month Periods Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	2

Condensed Consolidated Statements of Comprehensive Income (Loss) – Three-month and ~~Nine-month~~Six-month Periods Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	3

Condensed Consolidated Statements of Changes in Shareholders’ Equity – Three-month and ~~Nine-month~~Six-month Periods Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	4

Condensed Consolidated Statements of Cash Flows – ~~Nine-month~~Six-month Periods Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	5

Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4852

Item 3. Quantitative and Qualitative Disclosures About Market Risk	63

Item 4. Controls and Procedures	5963

PART II. OTHER INFORMATION	5963

Item 1. Legal Proceedings	5963

Item 1A. Risk Factors	5963

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	6064

Item 3. Defaults Upon Senior Securities	6064

Item 4. Mine Safety Disclosures	6064

Item 5. Other Information	6064

Item 6. Exhibits	6165

Signatures	6266

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Generations Bancorp NY, Inc.

Condensed Consolidated Statements of Financial Condition

At September 30,

At December 31,
(In thousands, except share data)

2022

2021

(Unaudited)

ASSETS:




Cash and due from banks

$
3,426

$
4,051
Interest earning deposits

3,972

16,946
Total cash and cash equivalents

7,398

20,997
Interest earning time deposits in banks

650

650
Investment securities available-for-sale, at fair value

31,628

36,975
Investment securities held-to-maturity (fair value 2022-$945, 2021-$1,150)

971

1,128
Equity investment securities, at fair value

283

350
Federal Home Loan Bank stock, at cost

1,646

1,450
Loans

293,977

279,961
Less: Allowance for loan losses

(2,326)

(1,841)
Loans receivable, net

291,651

278,120
Premises and equipment, net

14,860

15,345
Bank-owned life insurance

7,438

7,890
Pension plan asset

12,193

11,107
Foreclosed real estate & repossessed assets

69

27
Goodwill

792

792
Intangible assets, net

735

783
Accrued interest receivable

1,216

1,249
Other assets

2,082

2,086
Total assets

$
373,612

$
378,949

LIABILITIES AND SHAREHOLDERS' EQUITY:




Deposits:




Noninterest-bearing

$
57,680

$
57,540
Interest-bearing

250,628

254,509
Total deposits

308,308

312,049
Short-term borrowings

13,600

—
Long-term borrowings

10,496

17,760
Advances from borrowers for taxes and insurance

1,600

2,443
Other liabilities

1,955

3,218
Total liabilities

335,959

335,470
Shareholders' equity:




Preferred stock, par value $0.01; 1,000,000 shares authorized; none issued

—

—
Common stock, par value $0.01; 14,000,000 shares authorized in 2022 and 2021; 2,369,918 shares issued and outstanding in 2022; and 2,458,261 shares issued and outstanding in 2021

24

26
Additional paid in capital

23,160

24,494
Retained earnings

22,488

21,669
Accumulated other comprehensive loss

(6,265)

(966)
Stock held in rabbi trust

(698)

(654)
Unearned ESOP shares, at cost

(1,056)

(1,090)
Total shareholders' equity

37,653

43,479
Total liabilities and shareholders' equity

$
373,612

$
378,949


	At June 30,		At December 31,
(In thousands, except share data)	2023		2022
	(Unaudited)
ASSETS:
Cash and due from banks	$	3,385	$	3,955
Interest earning deposits		1,884		4,049
Total cash and cash equivalents		5,269		8,004
Interest-earning time deposits in banks		2,260		—
Investment securities available-for-sale, at fair value		31,080		33,050
Investment securities held-to-maturity (fair value 2023-$1,258, 2022-$1,301)		1,516		1,587
Equity investment securities, at fair value		341		307
Federal Home Loan Bank stock, at cost		1,439		1,740
Loans		318,235		306,377
Less: Allowance for credit losses		(2,771)		(2,497)
Loans receivable, net		315,464		303,880
Premises and equipment, net		14,542		14,863
Bank-owned life insurance		7,407		7,351
Pension plan asset		11,421		10,697
Foreclosed real estate & repossessed assets		271		12
Goodwill		—		792
Intangible assets, net		686		718
Accrued interest receivable		1,331		1,304
Other assets		1,915		1,988
Total assets	$	394,942	$	386,293

LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Noninterest-bearing	$	50,510	$	54,609
Interest-bearing		282,137		263,069
Total deposits		332,647		317,678
Short-term borrowings		9,244		16,200
Long-term borrowings		10,445		10,334
Advances from borrowers for taxes and insurance		3,161		2,653
Other liabilities		2,519		2,100
Total liabilities		358,016		348,965
Shareholders' equity:
Preferred stock, par value $0.01; 1,000,000 shares authorized; none issued		—		—
Common stock, par value $0.01; 14,000,000 shares authorized in 2023 and 2022; 2,303,839 and 2,348,748 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		23		24
Additional paid in capital		22,662		23,002
Retained earnings		22,214		22,512
Accumulated other comprehensive loss		(6,212)		(6,467)
Stock held in rabbi trust		(739)		(698)
Unearned ESOP shares, at cost		(1,022)		(1,045)
Total shareholders' equity		36,926		37,328
Total liabilities and shareholders' equity	$	394,942	$	386,293

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

Generations Bancorp NY, Inc.

Condensed Consolidated Statements of (Loss) Income (Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,
(In thousands, except per share data)

2022

2021

2022

2021

Interest and dividend income:






Loans, including fees

$
3,009

$
3,247

$
8,827

$
9,463
Debt and equity securities:





Taxable

157

156

458

369
Tax-exempt

113

99

336

300
Interest-earning deposits

19

8

73

15
Other

16

21

38

67
Total interest income

3,314

3,531

9,732

10,214
Interest expense:








Deposits

304

300

860

969
Short-term borrowings

24

—

24

—
Long-term borrowings

55

96

200

329
Subordinated debt

—

—

—

9
Total interest expense

383

396

1,084

1,307
Net interest income

2,931

3,135

8,648

8,907
Provision for loan losses

181

135

481

405
Net interest income after provision for loan losses

2,750

3,000

8,167

8,502
Noninterest income:








Banking fees and service charges

386

400

1,188

1,172
Mortgage banking income, net

13

16

37

39
Insurance commissions

77

172

375

547
Earnings on bank-owned life insurance

6

27

59

86
Change in fair value on equity securities

(16)

(1)

(67)

2
Net gain on sale of securities

—

13

—

11
Other charges, commissions & fees

24

44

81

146
Total noninterest income

490

671

1,673

2,003
Noninterest expense:








Compensation and benefits

1,245

1,341

3,643

3,942
Occupancy and equipment

510

513

1,494

1,564
Impairment of long-lived assets
��

—

300

—

300
Service charges

526

537

1,563

1,547
Regulatory assessments

30

106

156

317
Professional and other services

162

171

544

454
Advertising

107

108

321

325
Other expenses

294

389

870

970
Total noninterest expenses

2,874

3,465

8,591

9,419
Income before income tax expense

366

206

1,249

1,086
Income tax expense

66

33

208

191
Net income

300

173

1,041

895
Net income available to common shareholders

$
300

$
173

$
1,041

$
895
Basic and diluted earnings per common share

$
0.13

$
0.07

$
0.45

$
0.38


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2023		2022		2023		2022


Interest and dividend income:
Loans, including fees	$	3,455	$	2,868	$	6,803	$	5,818
Debt and equity securities:
Taxable		240		139		479		301
Tax-exempt		99		111		200		223
Interest-earning deposits		36		38		81		54
Other		26		13		65		22
Total interest income		3,856		3,169		7,628		6,418
Interest expense:
Deposits		1,405		279		2,527		556
Short-term borrowings		180		—		268		—
Long-term borrowings		32		68		70		145
Total interest expense		1,617		347		2,865		701
Net interest income		2,239		2,822		4,763		5,717
Provision for loan losses		165		150		330		300
Provision for unfunded commitments		—		—		—		—
Provision for available-for-sale securities		—		—		—		—
Total provision for credit losses		165		150		330		300
Net interest income after provision for credit losses		2,074		2,672		4,433		5,417
Noninterest income:
Banking fees and service charges		364		427		728		802
Mortgage banking income, net		7		15		15		24
Insurance commissions		24		101		153		298
Earnings on bank-owned life insurance		28		26		56		53
Change in fair value on equity securities		26		(39)		34		(51)
Net gain on sale of Generations Agency		312		—		312		—
Other charges, commissions & fees		27		37		66		57
Total noninterest income		788		567		1,364		1,183
Noninterest expense:
Compensation and benefits		1,338		1,163		2,746		2,398
Occupancy and equipment		502		499		1,015		984
Service charges		416		531		923		1,037
Regulatory assessments		103		63		167		126
Professional and other services		232		192		423		382
Advertising		107		106		214		214
Other expenses		376		273		713		576
Total noninterest expenses		3,074		2,827		6,201		5,717
(Loss) Income before income tax (benefit) expense		(212)		412		(404)		883
Income tax (benefit) expense		(46)		67		(86)		142
Net (loss) income	$	(166)	$	345	$	(318)	$	741
Net (loss) income available to common shareholders	$	(166)	$	345	$	(318)	$	741
Basic and diluted (losses) earnings per common share	$	(0.07)	$	0.15	$	(0.14)	$	0.32

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

Generations Bancorp NY, Inc.

Condensed Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~ (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2022		2021		2022		2021		2023		2022		2023		2022


Net income	$	300	$	173	$	1,041	$	895
Other comprehensive loss, before tax:
Unrealized losses on securities available-for-sale:
Unrealized holding losses arising during the period		(1,317)		(349)		(6,707)		(150)
Reclassification adjustment for net gains included in net income		—		(13)		—		(11)
Net unrealized losses on securities available-for-sale		(1,317)		(362)		(6,707)		(161)
Net (loss) income									$	(166)	$	345	$	(318)	$	741
Other comprehensive (loss) income, before tax:
Unrealized (losses) gains on securities available-for-sale:
Unrealized holding (losses) gains arising during the period										(173)		(3,145)		242		(5,390)
Net unrealized (losses) gains on securities available-for-sale										(173)		(3,145)		242		(5,390)
Defined benefit pension plan:
Reclassification of amortization of net losses recognized in net pension expense		—		28		—		85		41		—		81		—
Net change in defined benefit pension plan asset		—		28		—		85		41		—		81		—
Other comprehensive loss, before tax		(1,317)		(334)		(6,707)		(76)
Other comprehensive (loss) income, before tax										(132)		(3,145)		323		(5,390)
Tax effect		276		70		1,408		16		27		661		(68)		1,132
Other comprehensive loss, net of tax		(1,041)		(264)		(5,299)		(60)
Other comprehensive (loss) income, net of tax										(105)		(2,484)		255		(4,258)
Total comprehensive (loss) income	$	(741)	$	(91)	$	(4,258)	$	835	$	(271)	$	(2,139)	$	(63)	$	(3,517)

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

Generations Bancorp NY, Inc.

Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)


							Accumulated				Stock												Accumulated		Stock
			Additional				Other				Held by		Unearned						Additional				Other		Held by		Unearned
	Common		Paid in		Retained		Comprehensive		Treasury		Rabbi		ESOP				Common		Paid in		Retained		Comprehensive		Rabbi		ESOP
(In thousands, except share data)	Stock		Capital		Earnings		Loss		Stock		Trust		Shares		Total		Stock		Capital		Earnings		Loss		Trust		Shares		Total
Balance, June 30, 2022	$	25	$	23,716	$	22,276	$	(5,224)	$	—	$	(698)	$	(1,067)	$	39,028
Balance, March 31, 2023																	$	23	$	22,983	$	22,353	$	(6,107)	$	(698)	$	(1,033)	$	37,521
Net loss																		—		—		(166)		—		—		—		(166)
Other comprehensive loss																		—		—		—		(105)		—		—		(105)
Effect of stock repurchase plan																		—		(373)		27		—		—		—		(346)
Stock-based compensation																		—		54		—		—		—		—		54
Purchase of common stock for Directors Retirement Plan																		—		—		—		—		(10)		—		(10)
Purchase of common stock for SERPs																		—		—		—		—		(31)		—		(31)
ESOP shares committed to be released																		—		(2)		—		—		—		11		9
Balance, June 30, 2023																	$	23	$	22,662	$	22,214	$	(6,212)	$	(739)	$	(1,022)	$	36,926



Balance, March 31, 2022																	$	26	$	24,496	$	22,065	$	(2,740)	$	(654)	$	(1,078)	$	42,115
Net income		—		—		300		—		—		—		—		300		—		—		345		—		—		—		345
Other comprehensive loss		—		—		—		(1,041)		—		—		—		(1,041)		—		—		—		(2,484)		—		—		(2,484)
Effect of stock repurchase plan		(1)		(609)		(88)		—		—		—		—		(698)		(1)		(805)		(134)		—		—		—		(940)
Stock-based compensation		—		52		—		—		—		—		—		52		—		23		—		—		—		—		23
Purchase of common stock for Directors Retirement Plan																		—		—		—		—		(13)		—		(13)
Purchase of common stock for SERPs																		—		—		—		—		(31)		—		(31)
ESOP shares committed to be released		—		1		—		—		—		—		11		12		—		2		—		—		—		11		13
Balance, September 30, 2022	$	24	$	23,160	$	22,488	$	(6,265)	$	—	$	(698)	$	(1,056)	$	37,653



Balance, June 30, 2021	$	26	$	24,491	$	20,978	$	(1,211)	$	—	$	(627)	$	(1,112)	$	42,545
Net income		—		—		173		—		—		—		—		173
Other comprehensive loss		—		—		—		(264)		—		—		—		(264)
ESOP shares committed to be released		—		1		—		—		—		—		11		12
Balance, September 30, 2021	$	26	$	24,492	$	21,151	$	(1,475)	$	—	$	(627)	$	(1,101)	$	42,466
Balance, June 30, 2022																	$	25	$	23,716	$	22,276	$	(5,224)	$	(698)	$	(1,067)	$	39,028


							Accumulated				Stock												Accumulated		Stock
			Additional				Other				Held by		Unearned						Additional				Other		Held by		Unearned
	Common		Paid in		Retained		Comprehensive		Treasury		Rabbi		ESOP				Common		Paid in		Retained		Comprehensive		Rabbi		ESOP
(In thousands, except share data)	Stock		Capital		Earnings		Loss		Stock		Trust		Shares		Total		Stock		Capital		Earnings		Loss		Trust		Shares		Total
Balance, December 31, 2022																	$	24	$	23,002	$	22,512	$	(6,467)	$	(698)	$	(1,045)	$	37,328
Net loss																		—		—		(318)		—		—		—		(318)
Other comprehensive income																		—		—		—		255		—		—		255
Effect of stock repurchase plan																		(1)		(446)		20		—		—		—		(427)
Stock-based compensation																		—		107		—		—		—		—		107
Purchase of common stock for Directors Retirement Plan																		—		—		—		—		(10)		—		(10)
Purchase of common stock for SERPs																		—		—		—		—		(31)		—		(31)
ESOP shares committed to be released																		—		(1)		—		—		—		23		22
Balance, June 30, 2023																	$	23	$	22,662	$	22,214	$	(6,212)	$	(739)	$	(1,022)	$	36,926

Balance, December 31, 2021	$	26	$	24,494	$	21,669	$	(966)	$	—	$	(654)	$	(1,090)	$	43,479	$	26	$	24,494	$	21,669	$	(966)	$	(654)	$	(1,090)	$	43,479
Net income		—		—		1,041		—		—		—		—		1,041		—		—		741		—		—		—		741
Other comprehensive loss		—		—		—		(5,299)		—		—		—		(5,299)		—		—		—		(4,258)		—		—		(4,258)
Effect of stock repurchase plan		(2)		(1,414)		(222)		—		—		—		—		(1,638)		(1)		(805)		(134)		—		—		—		(940)
Stock-based compensation		—		75		—		—		—		—		—		75		—		23		—		—		—		—		23
Purchase of common stock for Directors Retirement Plan		—		—		—		—		—		(13)		—		(13)		—		—		—		—		(13)		—		(13)
Purchase of common stock for SERPs		—		—		—		—		—		(31)		—		(31)		—		—		—		—		(31)		—		(31)
ESOP shares committed to be released		—		5		—		—		—		—		34		39		—		4		—		—		—		23		27
Balance, September 30, 2022	$	24	$	23,160	$	22,488	$	(6,265)	$	—	$	(698)	$	(1,056)	$	37,653

Balance, December 31, 2020	$	26	$	11,954	$	20,256	$	(1,415)	$	(614)	$	(290)	$	(31)	$	29,886
Net income		—		—		895		—		—		—		—		895
Proceeds from issuance of 1,477,575 shares of common stock (which included 109,450 shares related to the ESOP), net of the offering cost of $1.65 million		—		13,151		—		—		—		—		(1,104)		12,047
Treasury stock retired		—		(614)		—		—		614		—		—		—
Other comprehensive loss		��		—		—		(60)		—		—		—		(60)
Purchase of common stock for Directors Retirement Plan		—		—		—		—		—		(337)		—		(337)
ESOP shares committed to be released		—		1		—		—		—		—		34		35
Balance, September 30, 2021	$	26	$	24,492	$	21,151	$	(1,475)	$	—	$	(627)	$	(1,101)	$	42,466
Balance, June 30, 2022																	$	25	$	23,716	$	22,276	$	(5,224)	$	(698)	$	(1,067)	$	39,028

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

Generations Bancorp NY, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Nine Months Ended September 30,				Six Months Ended June 30,
(In thousands)	2022		2021		2023		2022
OPERATING ACTIVITIES
Net income	$	1,041	$	895
Net (loss) income					$	(318)	$	741
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		481		405
Deferred income tax expense (benefit)		(1,011)		239
Realized gains on sales of:
Available-for-sale investment securities		—		(11)
Provision for credit losses						330		300
Deferred income tax benefit						(127)		(1,003)
Change in fair value on equity securities		67		(2)		(34)		51
Impairment of long-lived asset		—		300
Depreciation		704		784		474		469
Amortization of intangible asset		48		48		32		32
Amortization of fair value adjustment to purchased loan portfolio		(52)		(52)		(34)		(34)
ESOP expense		39		35		22		27
Stock-based compensation		75		—		107		23
Amortization of deferred loan costs		79		69		1,039		52
Earnings on bank-owned life insurance		(59)		(86)		(56)		(53)
Decrease in bank-owned life insurance premium		511		—
Change in pension plan assets		(1,086)		(976)		(643)		(834)
Extinguishment of goodwill						792		—
Net amortization of premiums and discounts on investment securities		209		226		39		143
Net change in accrued interest receivable		33		(126)		(27)		87
Net change in other assets and liabilities		317		(317)		1,058		1,472
Net cash provided by operating activities		1,396		1,431		2,654		1,473
INVESTING ACTIVITIES
Purchase of equity investment securities		—		(1)
Purchase of investment securities available-for-sale		(2,767)		(25,293)		(879)		(2,577)
Net proceeds from the (purchase of) redemption of Federal Home Loan Bank stock		(196)		430
Net change in interest-earning time deposits in banks						(2,260)		—
Net proceeds from the redemption of Federal Home Loan Bank stock						301		233
Proceeds from maturities and principal reductions of:
Available-for-sale investment securities		1,202		2,961		3,055		1,112
Held-to-maturity investment securities		153		290		69		109
Proceeds from sale of:
Available-for-sale investment securities		—		3,041
Real estate and repossessed assets acquired		27		56		112		27
Premises and equipment		—		79		15		—
Net change in loans		(14,108)		(2,268)		(13,290)		(3,206)
Purchase of premises and equipment		(219)		(375)		(168)		(202)
Net cash used in investing activities		(15,908)		(21,080)		(13,045)		(4,504)
FINANCING ACTIVITIES
Net change in demand deposits, savings accounts, and money market accounts		(2,531)		4,843		(20,619)		2,120
Net change in time deposits		(1,210)		(2,881)		35,588		(2,615)
Net change in short-term borrowings		13,600		—		(6,956)		—
Payments on long-term borrowings		(7,264)		(7,770)		(2,889)		(3,532)
Repayment from subordinated debt offering		—		(1,235)
Proceeds from long-term borrowings						3,000		—
Purchase of common stock for directors retirement plan		(13)		—		(10)		(13)
Purchase of common stock of SERP		(31)		—		(31)		(31)
Net proceeds from stock offering and conversion		—		13,151
Effect of stock repurchase plan		(1,638)		—		(427)		(940)
Purchase of common stock for ESOP		—		(1,104)
Net cash provided by financing activities		913		5,004
Net cash provided by (used in) financing activities						7,656		(5,011)
Net change in cash and cash equivalents		(13,599)		(14,645)		(2,735)		(8,042)
Cash and cash equivalents at beginning of period		20,997		26,830		8,004		20,997
Cash and cash equivalents at end of period	$	7,398	$	12,185	$	5,269	$	12,955
Supplemental Cash Flows Information
Cash paid during the period for:
Interest	$	972	$	1,302	$	2,701	$	699
Transfer of loans to foreclosed real estate and repossessed assets		69		67		371		69

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Operations

Generations Bancorp NY, Inc. (“Generations Bancorp”) is a Maryland corporation that was organized in August 2020 as part of the Seneca-Cayuga Bancorp, Inc. (“Seneca-Cayuga”) conversion from the mutual holding company structure to a fully public stock holding company structure. Prior to the conversion, Generations Bank was the ~~wholly-owned~~wholly owned subsidiary of Seneca-Cayuga and The Seneca Falls Savings Bank, MHC (“MHC”), which owned 60.1% of Seneca-Cayuga’s common stock. On January 13, 2021, Generations Bancorp sold 1,477,575 of its common stock in a stock offering, (which included 109,450 shares issued to the ESOP) representing the ownership interest of the MHC for gross proceeds of $14.8 million and net proceeds of $13.2 million. The exchange ratio of previously held shares by public shareholders (i.e., shareholders other than the MHC) of Seneca-Cayuga was 0.9980 as applied in the conversion offering. References herein to the “Company” include Generations Bancorp subsequent to the completion of the conversion and Seneca-Cayuga prior to the completion of the conversion.

Generations Bank (the “Bank”) is a federally chartered savings bank headquartered in Seneca Falls, New York. We were organized in 1870 and have operated continuously since that time in the northern Finger Lakes Region of New York State which is located in the central to northwestern portion of New York State.

Generations Commercial Bank (the “Commercial Bank”) is a New York State chartered limited-purpose commercial bank formed expressly to enable local municipalities to deposit public funds with the Bank in accordance with existing NYS municipal law and is a wholly owned subsidiary of the Bank.

The Bank maintains its executive offices and main retail location in Seneca Falls, New York, in addition to seven full-service offices and one drive-through facility located Auburn, Farmington, Geneva, Medina, Phelps, Union Springs, and Waterloo, New York. The Bank is a community-oriented savings institution whose business primarily consists of accepting deposits from customers within its market area and investing those funds in loans secured by one- to four-family residential real estate, commercial real estate, business or personal assets, and in investment securities.

In addition, Generations Agency, Inc. (the “Agency”) offers personal and commercial insurance products through licensed employees in the same market area. The Agency is the Bank’s ~~wholly-owned~~wholly owned subsidiary. The Agency’s book of business was purchased by The Northwoods Corporation on June 1, 2023. Further detail regarding the treatment of goodwill is included in Note 15.

Interim Financial Statements

The interim condensed consolidated financial statements as of ~~September~~June 30, ~~2022,~~2023, and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Such adjustments are the only adjustments contained in these unaudited consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission, and therefore certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been omitted. The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 are not necessarily indicative of the results to be achieved for the remainder of the year ending December 31, ~~2022,~~2023, or any other period.

Certain prior period data presented in the consolidated financial statements has been reclassified to conform to current year presentation. The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto of the Company for the year ended December 31, ~~2021~~2022 included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. Reference is made to the accounting policies of the Company described in the Notes to Financial Statements contained in the Annual Report on Form 10-K for the year ended December 31, ~~2021.~~

2022.

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company's significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in Note 2 of the audited financial statements and notes for the year ended December 31, 2022 and are contained in the Company's Annual Report on Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2022, except for the following:

Accounting Standards Adopted in 2023

On January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASC 326). This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. In addition, CECL made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities if management does not intend to sell and does not believe that it is more likely than not, they will be required to sell. The Company adopted ASC 326 and all related subsequent amendments thereto effective January 1, 2023 using the modified retrospective approach for all financial assets measured at amortized cost and off-balance sheet credit exposures. The Company adopted ASC 326 using the prospective transition approach for debt securities for which other-than-temporary impairment had been recognized prior to January 1, 2023. As of December 31, 2022, the Company did not have any other-than-temporarily impaired investment securities. Therefore, upon adoption of ASC 326, the Company determined that an allowance for credit losses on available-for-sale securities was not deemed material.

Allowance for Credit Losses – Held-to-Maturity Securities

Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type. Accrued interest receivable on held-to-maturity debt securities totaled $2,000 at June 30, 2023 and was excluded from the estimate of credit losses. Management classifies the held-to-maturity portfolio into the following major security types: mortgage-backed securities or structured certificates of deposit. All the mortgage-backed securities held by the Company are issued by government-sponsored corporations. These securities are either explicitly or implicitly guaranteed by the U.S. government and have a long history of no credit losses. The structured certificates of deposit are all fully insured by the Federal Deposit Insurance Corporation as no one security exceeds the $250,000 insurance limit. As a result, no allowance for credit losses was recorded on held-to-maturity at June 30, 2023.

Allowance for Credit Losses – Available-for-Sale Securities

For available-for-sale securities, management evaluates all investments in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security, the security is written down to fair value and the entire loss is recorded in earnings. If either of the above criteria is not met, the Company evaluates whether the decline in fair value is the result of credit losses or other factors. In making the assessment, the Company may consider various factors including the extent to which fair value is less than amortized cost, performance on any underlying collateral, downgrades in the ratings of the security by a rating agency, the failure of the issuer to make scheduled interest or principal payments, and adverse conditions specifically related to the security. If the assessment indicates that a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost basis of the security and any excess is recorded as an allowance for credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any amount of unrealized loss that has

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

not been recorded through an allowance for credit loss is recognized in other comprehensive income. Changes in the allowance for credit loss are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance for credit loss when management believes an available for sale security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. At June 30, 2023, there was no allowance for credit loss related to the available for sale portfolio. Accrued interest receivable on available for sale debt securities totaled $244,000 at June 30, 2023 and was excluded from the estimate of credit losses.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts and deferred fees and costs. Accrued interest receivable related to loans totaled $1.1 million at June 30, 2023 and was reported in accrued interest receivable on the consolidated balance sheets. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using methods that approximate a level yield without anticipating prepayments. The accrual of interest is generally discontinued when a loan becomes 90 days past due and is not well collateralized and in the process of collection, or when management believes, after considering economic and business conditions and collection efforts, that the principal or interest will not be collectible in the normal course of business. Past due status is based on contractual terms of the loan. A loan is considered to be past due when a scheduled payment has not been received 30 days after the contractual due date. All accrued interest is reversed against interest income when a loan is placed on nonaccrual status. Interest received on such loans is accounted for using the cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, there is a sustained period of repayment performance, and future payments are reasonably assured.

Allowance for Credit Losses - Loans

The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Accrued interest receivable is included in the estimate of credit losses. The allowance for credit losses represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The Company measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. The Company has identified the following portfolio segments: multi-family, commercial business, nonresidential real estate, manufactured homes, home equity loans, and residential real estate, commercial lines of credit, direct automobile, indirect automobile, manufactured homes, other consumer, other consumer lines of credit, recreational vehicles, student loans, and residential construction loans. The Company utilizes the advanced vintage, probability of default, and weighted average remaining maturity methods considering relevant information about past events, current conditions, and reasonable and supportable forecasts. The Company utilizes a reasonable and supportable forecast period of 3 – 10 years depending upon the portfolio segment. Subsequent to this forecast period the Company reverts, on a straight-line basis over the applicable segment period, to historical loss experience to inform its estimate of losses for the remaining contractual life of each portfolio.

Additionally, the allowance for credit losses calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments may increase or reduce reserve levels and include adjustments for volume and loan mix, economics, and delinquency and loan quality. Loans that do not share risk characteristics are evaluated on an individual basis. When management determines that foreclosure is probable and the borrower is experiencing financial difficulty, the expected credit losses are based on the fair value of collateral at the reporting date adjusted for selling costs as appropriate.

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Allowance for Credit Losses – Unfunded Commitments

Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded. The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for unfunded commitments in the Company’s income statements. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for unfunded commitments is included in other liabilities on the Company’s consolidated balance sheets.

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2. Accumulated Other Comprehensive Loss

The balances and changes in the components of accumulated other comprehensive loss, net of tax, are as follows:


	Unrealized				Accumulated		Unrealized				Accumulated
	Gains (Losses)		Defined		Other		Gains (Losses)		Defined		Other
Three Months Ended September 30,	on Securities		Benefit		Comprehensive
Three Months Ended June 30,							on Securities		Benefit		Comprehensive
(In thousands)	Available-for-Sale		Pension Plan		Loss		Available-for-Sale		Pension Plan		Loss


Balance, June 30, 2022	$	(4,043)	$	(1,181)	$	(5,224)
Balance, March 31, 2023							$	(3,577)	$	(2,530)	$	(6,107)
Other comprehensive loss before reclassifications								(137)		—		(137)
Amounts reclassified from AOCI to the statements of (loss) income								—		32		32
Net current-period other comprehensive loss								(137)		32		(105)
Balance, June 30, 2023							$	(3,714)	$	(2,498)	$	(6,212)

Balance, March 31, 2022							$	(1,559)	$	(1,181)	$	(2,740)
Other comprehensive loss before reclassifications		(1,041)		—		(1,041)		(2,484)		—		(2,484)
Net current-period other comprehensive loss		(1,041)		—		(1,041)		(2,484)		—		(2,484)
Balance, September 30, 2022	$	(5,084)	$	(1,181)	$	(6,265)

Balance, June 30, 2021	$	882	$	(2,093)	$	(1,211)
Other comprehensive loss before reclassifications		(276)		—		(276)
Amounts reclassified from AOCI to the income statement		(11)		23		12
Net current-period other comprehensive income (loss)		(287)		23		(264)
Balance, September 30, 2021	$	595	$	(2,070)	$	(1,475)
Balance, June 30, 2022							$	(4,043)	$	(1,181)	$	(5,224)


	Unrealized				Accumulated		Unrealized				Accumulated
	(Losses) Gains		Defined		Other		(Losses) Gains		Defined		Other
Nine Months Ended September 30,	on Securities		Benefit		Comprehensive
Six Months Ended June 30,							on Securities		Benefit		Comprehensive
(In thousands)	Available-for-Sale		Pension Plan		Loss		Available-for-Sale		Pension Plan		Loss


Balance, December 31, 2022							$	(3,905)	$	(2,562)	$	(6,467)
Other comprehensive gain before reclassifications								191		—		191
Amounts reclassified from AOCI to the statements of (loss) income								—		64		64
Net current-period other comprehensive income								191		64		255
Balance, June 30, 2023							$	(3,714)	$	(2,498)	$	(6,212)

Balance, December 31, 2021	$	215	$	(1,181)	$	(966)	$	215	$	(1,181)	$	(966)
Other comprehensive loss before reclassifications		(5,299)		—		(5,299)		(4,258)		—		(4,258)
Net current-period other comprehensive loss		(5,299)		—		(5,299)		(4,258)		—		(4,258)
Balance, September 30, 2022	$	(5,084)	$	(1,181)	$	(6,265)

Balance, December 31, 2020	$	723	$	(2,138)	$	(1,415)
Other comprehensive loss before reclassifications		(119)		—		(119)
Amounts reclassified from AOCI to the income statement		(9)		68		59
Net current-period other comprehensive income (loss)		(128)		68		(60)
Balance, September 30, 2021	$	595	$	(2,070)	$	(1,475)
Balance, June 30, 2022							$	(4,043)	$	(1,181)	$	(5,224)

710

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table presents the amounts reclassified out of each component of accumulated other comprehensive loss:




	Three months ended September 30,				Nine months ended September 30,				Affected Line Item in the	Three months ended June 30,				Six months ended June 30,				Affected Line Item in the
(In thousands)	2022		2021		2022		2021		Statement of Income	2023		2022		2023		2022		Statement of Income


Available-for-sale securities:
Realized gain on sale of securities	$	—	$	(13)	$	—	$	(11)	Net gain on sale of securities
Tax effect		—		2		—		2	Income tax expense
	$	—	$	(11)	$	—	$	(9)	Net income
Defined benefit pension plan:
Retirement plan net losses recognized in net periodic pension cost	$	—	$	28	$	—	$	85	Compensation and benefits	$	41	$	—	$	81	$	—	Compensation and benefits
Tax effect		—		(5)		—		(17)	Income tax expense		(9)		—		(17)		—	Income tax (benefit) expense
	$	—	$	23	$	—	$	68	Net income	$	32	$	—	$	64	$	—	Net (loss) income

811

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

3. Earnings Per Common Share

Basic earnings per common share is calculated by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated in a manner similar to that of basic earnings per share except that the weighted-average number of common shares outstanding is increased to include the number of incremental common shares that would have been outstanding under the treasury stock method if all potentially dilutive common shares (such as stock options) issued became vested during the period. Based on the calculation, there was no impact on earnings per share as the stock options were considered anti-dilutive for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023. On March 28, 2022, the Board of Directors authorized a stock repurchase program to repurchase approximately 83,300 shares, or approximately 3.4%, of the Company’s outstanding common stock. On May 19, 2022, the 2022 Equity Incentive Plan (the “Plan”) which includes initial grants of restricted stock and stock options to outside directors, was approved by the Company’s stockholders. On June 14, 2022, the Board of Directors of the Company approved restricted stock and stock option grants to senior management. An aggregate of 132,977 stock options and 53,191 shares of restricted stock were granted to directors and senior management during the period ended June 30, 2022. The grants to directors and senior management vest over a five-year period in equal annual installments, with the first installment vesting on the first anniversary date of the grant and succeeding installments on each anniversary thereafter, through 2027. On July 25, 2022, the Board of Directors authorized a second stock repurchase program to acquire up to 87,000 shares, or approximately 3.6%, of the Company’s outstanding common stock at the conclusion of the first stock repurchase program. On May 31, 2023, the Board of Directors authorized a third stock repurchase program to acquire up to $1.0 million, or approximately 91,000 shares, or approximately 4.0%, of the Company’s outstanding common stock, based on the current trading price of the common stock. Unallocated common shares held by the ESOP are not included in the weighted-average number of common shares outstanding for purposes of calculating basic earnings per common share until they are committed to be released.

The following tables set forth the calculation of basic and diluted earnings per share.


	Three Months Ended September 30,				Three Months Ended June 30,
(In thousands, except per share data)	2022		2021		2023		2022
Net income available to common stockholders	$	300	$	173
Net (loss) income available to common stockholders					$	(166)	$	345
Weighted-average common shares outstanding		2,299		2,348		2,238		2,333
Earnings per common share - basic and diluted	$	0.13	$	0.07
(Losses) Earnings per common share - basic and diluted					$	(0.07)	$	0.15

	Nine Months Ended September 30,				Six Months Ended June 30,
(In thousands, except per share data)	2022		2021		2023		2022
Net income available to common stockholders	$	1,041	$	895
Net (loss) income available to common stockholders					$	(318)	$	741
Weighted-average common shares outstanding		2,327		2,352		2,239		2,342
Earnings per common share - basic and diluted	$	0.45	$	0.38
(Losses) Earnings per common share - basic and diluted					$	(0.14)	$	0.32

912

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

4.Securities

Investments in securities available-for-sale, held-to-maturity, and equity are summarized as follows:


	At September 30, 2022								At June 30, 2023
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
(in thousands)	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Securities available-for-sale:
Residential mortgage-backed - US agency and Government Sponsored Enterprise ("GSE")	$	27	$	—	$	(1)	$	26	$	23	$	—	$	(1)	$	22
Corporate bonds		21,085		1		(3,441)		17,645		19,431		34		(2,930)		16,535
State and political subdivisions		16,951		—		(2,994)		13,957		16,326		—		(1,803)		14,523
Total securities available-for-sale	$	38,063	$	1	$	(6,436)	$	31,628	$	35,780	$	34	$	(4,734)	$	31,080

Securities held-to-maturity:
Structured certificates of deposit									$	650	$	—	$	(221)	$	429
Residential mortgage-backed - US agency and GSEs	$	971	$	1	$	(27)	$	945		866		—		(37)		829
Total securities held-to-maturity	$	971	$	1	$	(27)	$	945	$	1,516	$	—	$	(258)	$	1,258

Equity securities:
Large cap equity mutual fund	$	35					$	35	$	42					$	42
Other mutual funds		248						248		299						299
Total of equity securities	$	283					$	283	$	341					$	341

1013

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

At December 31, 2021



Gross

Gross



Amortized

Unrealized

Unrealized

Fair
(in thousands)

Cost

Gains

Losses

Value
Securities available-for-sale:








Residential mortgage-backed - US agency and GSEs

$
33

$
1

$
(1)

$
33
Corporate bonds

18,589

266

(812)

18,043
State and political subdivisions

18,081

887

(69)

18,899
Total securities available-for-sale

$
36,703

$
1,154

$
(882)

$
36,975

Securities held-to-maturity:








Residential mortgage-backed - US agency and GSEs

$
1,128

$
25

$
(3)

$
1,150
Total securities held-to-maturity

$
1,128

$
25

$
(3)

$
1,150

Equity securities:








Large cap equity mutual fund

$
45





$
45
Other mutual funds

305





305
Total of equity securities

$
350





$
350


	At December 31, 2022
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(in thousands)	Cost		Gains		Losses		Value
Securities available-for-sale:
Residential mortgage-backed - US agency and GSEs	$	25	$	—	$	(1)	$	24
Corporate bonds		21,032		58		(2,896)		18,194
State and political subdivisions		16,935		2		(2,105)		14,832
Total securities available-for-sale	$	37,992	$	60	$	(5,002)	$	33,050

Securities held-to-maturity:
Structured certificates of deposit	$	650	$	—	$	(252)	$	398
Residential mortgage-backed - US agency and GSEs		937		1		(35)		903
Total securities held-to-maturity	$	1,587	$	1	$	(287)	$	1,301

Equity securities:
Large cap equity mutual fund	$	37					$	37
Other mutual funds		270						270
Total of equity securities	$	307					$	307

Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, is as follows:


	At September 30, 2022												At June 30, 2023
	12 Months or Less				More than 12 Months				Total				12 Months or Less				More than 12 Months				Total
			Gross				Gross				Gross				Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses
Securities available-for-sale:
Residential mortgage-backed - US agency and GSEs	$	—	$	—	$	20	$	(1)	$	20	$	(1)	$	—	$	—	$	18	$	(1)	$	18	$	(1)
Corporate bonds		13,136		(1,441)		3,422		(2,000)		16,558		(3,441)		4,134		(67)		11,319		(2,863)		15,453		(2,930)
State and political subdivisions		10,267		(2,114)		3,690		(880)		13,957		(2,994)		5,523		(282)		8,999		(1,521)		14,522		(1,803)
Total securities available-for-sale	$	23,403	$	(3,555)	$	7,132	$	(2,881)	$	30,535	$	(6,436)	$	9,657	$	(349)	$	20,336	$	(4,385)	$	29,993	$	(4,734)
Securities held-to-maturity:
Structured certificates of deposit													$	—	$	—	$	428	$	(221)	$	428	$	(221)
Residential mortgage-backed - US agency and GSEs	$	652	$	(19)	$	217	$	(8)	$	869	$	(27)		349		(12)		474		(25)		823		(37)
Total securities held-to-maturity	$	652	$	(19)	$	217	$	(8)	$	869	$	(27)	$	349	$	(12)	$	902	$	(246)	$	1,251	$	(258)

1114

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	At December 31, 2021												At December 31, 2022
	12 Months or Less				More than 12 Months				Total				12 Months or Less				More than 12 Months				Total
			Gross				Gross				Gross				Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses		Value		Losses
Securities available-for-sale:
Residential mortgage-backed - US agency and GSEs	$	—	$	—	$	23	$	(1)	$	23	$	(1)	$	—	$	—	$	19	$	(1)	$	19	$	(1)
Corporate bonds		9,925		(812)		—		—		9,925		(812)		7,028		(725)		8,105		(2,171)		15,133		(2,896)
State and political subdivisions		4,774		(69)		—		—		4,774		(69)		10,330		(1,421)		4,133		(684)		14,463		(2,105)
Total securities available-for-sale	$	14,699	$	(881)	$	23	$	(1)	$	14,722	$	(882)	$	17,358	$	(2,146)	$	12,257	$	(2,856)	$	29,615	$	(5,002)
Securities held-to-maturity:
Structured certificates of deposit													$	—	$	—	$	398	$	(252)	$	398	$	(252)
Residential mortgage-backed - US agency and GSEs	$	—	$	—	$	156	$	(3)	$	156	$	(3)		691		(26)		206		(9)		897		(35)
Total securities held-to-maturity	$	—	$	—	$	156	$	(3)	$	156	$	(3)	$	691	$	(26)	$	604	$	(261)	$	1,295	$	(287)

The Company conducts a formal review of investment securities on a quarterly basis for the presence of ~~other-than-temporary impairment (“OTTI”).~~credit-related and non-credit-related losses. Management assesses whether ~~OTTI~~a loss is present when the fair value of a debt security is less than its amortized cost basis at the statement of financial condition date. ~~Under these circumstances, OTTI is considered to~~Unrealized losses on corporate bonds have ~~occurred (1) if we~~not been recognized into income because the issuer(s) bonds are of high credit quality (rated AA or higher), management does not intend to sell ~~the security; (2) if~~and it is ~~“more~~ likely ~~than not” we~~that management will not be required to sell the ~~security before~~securities prior to their anticipated recovery, ~~of its amortized cost basis; or (3)~~and the ~~present~~decline in fair value ofis largely due to changes in interest rates and other market conditions. The issuer(s) continue to make timely principal and interest payments on the bonds. The fair value is expected ~~cash flows is not sufficient~~ to recover the entire amortized cost basis. Credit-related OTTI is recognized in earnings while non-credit-related OTTI on securities not expected to be sold is recognized in other comprehensive income. Non-credit-related OTTI is based on other factors, including illiquidity. Presentation of OTTI is made in the consolidated statement of income on a gross basis, including both the portion recognized in earnings as well as the ~~portion recorded in other comprehensive income.~~bond(s) approach maturity.

~~Eighteen~~Seventeen government agency and government sponsored enterprise (“GSE”) residential mortgage-backed security holdings have an unrealized loss as of ~~September~~June 30, ~~2022.~~2023. The securities were issued by ~~the~~ Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), and the Government National Mortgage Association (“GNMA”). The government-backed securities that have unrealized losses are immaterial, with each of these securities having value deficiencies of ~~$5,600~~$8,500 or less.

There are ~~116~~110 bond issues held by the ~~Bank~~Company that have an unrealized loss as of ~~September~~June 30, ~~2022.~~2023. The bonds are issued by well-established municipalities and corporate entities with semi-annual interest payments. All interest payments have historically been made timely. The value of the bonds held is closely correlated with long-term interest rates, and as interest rates increase, the bond values decrease. Within this portfolio are seven bonds issued by corporate entities that have an aggregate loss of ~~$2.4~~$2.2 million. These bonds have variable rates and reprice based upon the spread between intermediate Treasury bond yields and long-term Treasury bond yields and will respond positively with the steepening of the Treasury yield curve. We anticipate full recovery of our investment over time and have no plans to sell the securities in the near term.

Market values of the securities fluctuate in reaction to the uncertainty of the economy. Principal and interest continue to be received on all securities as anticipated. The Company has the ability and intent to hold the securities through maturity or recovery of its amortized cost basis. With the government guarantees in place, management does not expect losses on these securities. No ~~OTTI is~~credit-related or non-credit-related losses are deemed present on these securities.

The Company monitors the credit quality of the debt securities held-to-maturity on a quarterly basis. At June 30, 2023 the amortized cost of debt securities held-to-maturity totaled $1.5 million. Structured certificates of deposit totaled $650,000 and are fully insured by the Federal Deposit Insurance Corporation as no one security exceeds the $250,000

1215

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

insurance limit. Residential mortgage-backed securities totaled $866,000 and are backed by the full faith of the U.S. government. As a result, no credit-related or non-credit related losses are deemed present on these securities.

The following is a summary of the amortized cost and estimated fair values of debt securities at ~~September~~June 30, ~~2022,~~2023, by remaining term to contractual maturity other than mortgage-backed securities. Actual maturities may differ from these amounts because certain issuers have the right to call or redeem their obligations prior to contractual maturity. The contractual maturities of mortgage-backed securities generally exceed 20 years; however, the effective average life is expected to be substantially shorter due to anticipated repayments and prepayments.


	At September 30, 2022								At June 30, 2023
	Securities				Securities				Securities				Securities
	Available-for-Sale				Held-to-Maturity				Available-for-Sale				Held-to-Maturity
	Amortized		Estimated		Amortized		Estimated		Amortized		Estimated		Amortized		Estimated
(in thousands)	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	432	$	424	$	—	$	—	$	1,222	$	1,204	$	—	$	—
Due over one year through five years		3,156		2,940		—		—		3,239		3,045		—		—
Due over five through ten years		4,355		3,437		—		—		5,299		4,208		—		—
Due after ten years		30,093		24,801		—		—		25,997		22,601		—		—
		38,036		31,602		—		—		35,757		31,058		—		—
Structured certificates of deposit										—		—		650		429
Residential mortgage-backed securities		27		26		971		945		23		22		866		829
Total	$	38,063	$	31,628	$	971	$	945	$	35,780	$	31,080	$	1,516	$	1,258

There were no gross realized gains or losses on sales and redemptions of available-for-sale securities for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022. There were $13,000 in gross realized gains~~2023 and no losses on sales and redemptions of available-for-sale securities for the three months ended September 30, 2021. There were $13,000 in gross realized gains and $2,000 in gross realized losses on sales and redemptions of available-for-sale securities for the nine months ended September 30, 2021.2022. Gains and losses on the sales of securities are recognized in income when sold, using the specific identification method, on a trade date basis.

Securities with a fair value of ~~$9,804,734~~$12,431,000 and ~~$8,775,255~~$10,045,000 were pledged to collateralize certain deposit arrangements at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022, respectively.

1316

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

5.Loans Receivable

Major classifications of loans are as follows:


	At September 30,		At December 31,		At June 30,		At December 31,
(In thousands)	2022		2021		2023		2022

Originated Loans:
Residential mortgages:
One- to four-family	$	120,195	$	102,766	$	141,372	$	129,448
Construction		184		—		—		387
		120,379		102,766		141,372		129,835
Commercial loans:
Real estate - nonresidential		15,542		19,734		13,642		15,262
Multi-family		446		456		844		854
Commercial business		9,709		12,366		15,279		11,594
		25,697		32,556		29,765		27,710
Consumer:
Home equity and junior liens		10,653		8,840		11,474		11,027
Manufactured homes		49,887		47,717		51,684		50,989
Automobile		23,843		22,666		23,748		24,339
Student		1,921		2,096		1,694		1,803
Recreational vehicle		27,013		29,463		25,010		26,909
Other consumer		7,419		5,408		7,885		7,125
		120,736		116,190		121,495		122,192
Total originated loans		266,812		251,512		292,632		279,737
Net deferred loan costs		16,052		15,650		15,891		16,274
Less allowance for loan losses		(2,326)		(1,841)		(2,771)		(2,497)
Net originated loans	$	280,538	$	265,321	$	305,752	$	293,514

1417

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	At September 30,		At December 31,		At June 30,		At December 31,
(In thousands)	2022		2021		2023		2022

Acquired Loans:
Residential mortgages:
One- to four-family	$	9,038	$	10,295	$	8,084	$	8,553
		9,038		10,295		8,084		8,553
Commercial loans:
Real estate - nonresidential		1,621		1,744		1,355		1,419
Commercial business		111		162		61		83
		1,732		1,906		1,416		1,502
Consumer:
Home equity and junior liens		581		861		408		535
Other consumer		52		84		39		47
		633		945		447		582
Total acquired loans		11,403		13,146		9,947		10,637
Net deferred loan costs		(55)		(60)		(51)		(53)
Fair value credit and yield adjustment		(235)		(287)		(184)		(218)
Net acquired loans	$	11,113	$	12,799	$	9,712	$	10,366


	At September 30,		At December 31,		At June 30,		At December 31,
(In thousands)	2022		2021		2023		2022

Total Loans:
Residential mortgages:
One- to four-family	$	129,233	$	113,061	$	149,456	$	138,001
Construction		184		—		—		387
		129,417		113,061		149,456		138,388
Commercial loans:
Real estate - nonresidential		17,163		21,478		14,997		16,681
Multi-family		446		456		844		854
Commercial business		9,820		12,528		15,340		11,677
		27,429		34,462		31,181		29,212
Consumer:
Home equity and junior liens		11,234		9,701		11,882		11,562
Manufactured homes		49,887		47,717		51,684		50,989
Automobile		23,843		22,666		23,748		24,339
Student		1,921		2,096		1,694		1,803
Recreational vehicle		27,013		29,463		25,010		26,909
Other consumer		7,471		5,492		7,924		7,172
		121,369		117,135		121,942		122,774
Total Loans		278,215		264,658		302,579		290,374
Net deferred loan costs		15,997		15,590		15,840		16,221
Fair value credit and yield adjustment		(235)		(287)		(184)		(218)
Less allowance for loan losses		(2,326)		(1,841)		(2,771)		(2,497)
Loans receivable, net	$	291,651	$	278,120	$	315,464	$	303,880

1518

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company ~~grants~~originates residential mortgage, commercial, and consumer loans to customers, principally located in the Finger Lakes Region of New York State and extending north to Orleans County. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ abilities to honor their contracts is dependent upon the counties’ employment and economic conditions. To further diversify the loan portfolio, the Company also purchases loans that have been originated outside of the region. High quality automobile loans, originated in the Northeastern United States, are purchased regularly from a Connecticut based company. In 2019, the Company also began to purchase modular home loans originated throughout the United States, the seller of which then services the loans for the Company. In 2020, the Company began to purchase automobile and recreational vehicle loans originated in New York State. In 2022, the Company began to purchase one- to four-family, ~~owner occupied~~owner-occupied residential real estate loans from a third-party originator. These loans are serviced by the Company and primarily located in Cayuga, Ontario, Orleans, and Seneca counties.

Loan Origination / Risk Management

The Company has lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by frequently providing management with reports related to loan production, loan quality, loan delinquencies, non-performing, and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.

The loan portfolio is segregated into risk rating categories based on the borrower’s overall financial condition, repayment sources, guarantors, and value of collateral, if appropriate. The risk ratings are evaluated at least annually for commercial loans. Risk ratings are also reviewed when credit deficiencies arise, such as delinquent loan payments, for commercial, residential mortgage, or consumer loans. Credit quality risk ratings include regulatory classifications of special mention, substandard, doubtful, and loss. Loans classified as loss are considered uncollectible and are charged to the allowance for loan loss. Loans not classified are rated as pass.

The following table presents the classes of the loan portfolio summarized by the credit quality indicator:


	At June 30, 2023
			Special
(In thousands)	Pass		Mention		Substandard		Doubtful		Total
Originated Loans:
Residential mortgages:
One- to four-family	$	138,466	$	1,077	$	1,829	$	—	$	141,372
		138,466		1,077		1,829		—		141,372
Commercial loans:
Real estate - nonresidential		11,672		1,663		307		—		13,642
Multi-family		844		—		—		—		844
Commercial business		12,351		2,389		539		—		15,279
		24,867		4,052		846		—		29,765
Consumer:
Home equity and junior liens		11,321		49		104		—		11,474
Manufactured homes		50,828		452		404		—		51,684
Automobile		23,659		31		58		—		23,748
Student		1,636		—		58		—		1,694
Recreational vehicle		24,379		432		199		—		25,010
Other consumer		7,855		30		—		—		7,885
		119,678		994		823		—		121,495
Total originated loans	$	283,011	$	6,123	$	3,498	$	—	$	292,632

1619

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table presents the classes of the loan portfolio summarized by the pass rating and the classified ratings of special mention, substandard, and doubtful within the Company’s internal risk rating system:


	At June 30, 2023
			Special
(In thousands)	Pass		Mention		Substandard		Doubtful		Total
Acquired Loans:
Residential mortgages:
One- to four-family	$	7,872	$	10	$	202	$	—	$	8,084
		7,872		10		202		—		8,084
Commercial loans:
Real estate - nonresidential		1,355		—		—		—		1,355
Commercial business		61		—		—		—		61
		1,416		—		—		—		1,416
Consumer:
Home equity and junior liens		374		—		34		—		408
Other consumer		31		8		—		—		39
		405		8		34		—		447
Total acquired loans	$	9,693	$	18	$	236	$	—	$	9,947


	At September 30, 2022										At June 30, 2023
			Special										Special
(In thousands)	Pass		Mention		Substandard		Doubtful		Total		Pass		Mention		Substandard		Doubtful		Total
Originated Loans:
Total Loans:
Residential mortgages:
One- to four-family	$	116,608	$	1,263	$	2,324	$	—	$	120,195	$	146,338	$	1,087	$	2,031	$	—	$	149,456
Construction		184		—		—		—		184
		116,792		1,263		2,324		—		120,379		146,338		1,087		2,031		—		149,456
Commercial loans:
Real estate - nonresidential		13,131		1,995		416		—		15,542		13,027		1,663		307		—		14,997
Multi-family		446		—		—		—		446		844		—		—		—		844
Commercial business		6,441		3,106		162		—		9,709		12,412		2,389		539		—		15,340
		20,018		5,101		578		—		25,697		26,283		4,052		846		—		31,181
Consumer:
Home equity and junior liens		10,464		19		170		—		10,653		11,695		49		138		—		11,882
Manufactured homes		49,574		168		145		—		49,887		50,828		452		404		—		51,684
Automobile		23,704		107		32		—		23,843		23,659		31		58		—		23,748
Student		1,857		2		62		—		1,921		1,636		—		58		—		1,694
Recreational vehicle		26,844		169		—		—		27,013		24,379		432		199		—		25,010
Other consumer		7,342		77		—		—		7,419		7,886		38		—		—		7,924
		119,785		542		409		—		120,736		120,083		1,002		857		—		121,942
Total originated loans	$	256,595	$	6,906	$	3,311	$	—	$	266,812
Total loans											$	292,704	$	6,141	$	3,734	$	—	$	302,579

1720

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	At September 30, 2022										At December 31, 2022
			Special										Special
(In thousands)	Pass		Mention		Substandard		Doubtful		Total		Pass		Mention		Substandard		Doubtful		Total
Acquired Loans:
Originated Loans:
Residential mortgages:
One- to four-family	$	8,715	$	82	$	241	$	—	$	9,038	$	125,949	$	1,066	$	2,433	$	—	$	129,448
Construction												387		—		—		—		387
		8,715		82		241		—		9,038		126,336		1,066		2,433		—		129,835
Commercial loans:
Real estate - nonresidential		1,621		—		—		—		1,621		12,870		1,691		701		—		15,262
Multi-family												854		—		—		—		854
Commercial business		111		—		—		—		111		8,349		2,529		716		—		11,594
		1,732		—		—		—		1,732		22,073		4,220		1,417		—		27,710
Consumer:
Home equity and junior liens		546		—		35		—		581		10,891		14		122		—		11,027
Manufactured homes												50,297		324		368		—		50,989
Automobile												24,188		130		21		—		24,339
Student												1,735		—		68		—		1,803
Recreational vehicle												26,445		329		135		—		26,909
Other consumer		52		—		—		—		52		7,004		121		—		—		7,125
		598		—		35		—		633		120,560		918		714		—		122,192
Total acquired loans	$	11,045	$	82	$	276	$	—	$	11,403
Total originated loans											$	268,969	$	6,204	$	4,564	$	—	$	279,737


	At September 30, 2022										At December 31, 2022
			Special										Special
(In thousands)	Pass		Mention		Substandard		Doubtful		Total		Pass		Mention		Substandard		Doubtful		Total
Total Loans:
Acquired Loans:
Residential mortgages:
One- to four-family	$	125,323	$	1,345	$	2,565	$	—	$	129,233	$	8,335	$	45	$	173	$	—	$	8,553
Construction		184		—		—		—		184
		125,507		1,345		2,565		—		129,417		8,335		45		173		—		8,553
Commercial loans:
Real estate - nonresidential		14,752		1,995		416		—		17,163		1,419		—		—		—		1,419
Multi-family		446		—		—		—		446
Commercial business		6,552		3,106		162		—		9,820		83		—		—		—		83
		21,750		5,101		578		—		27,429		1,502		—		—		—		1,502
Consumer:
Home equity and junior liens		11,010		19		205		—		11,234		485		—		50		—		535
Manufactured homes		49,574		168		145		—		49,887
Automobile		23,704		107		32		—		23,843
Student		1,857		2		62		—		1,921
Recreational vehicle		26,844		169		—		—		27,013
Other consumer		7,394		77		—		—		7,471		47		—		—		—		47
		120,383		542		444		—		121,369		532		—		50		—		582
Total loans	$	267,640	$	6,988	$	3,587	$	—	$	278,215
Total acquired loans											$	10,369	$	45	$	223	$	—	$	10,637

1821

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

At December 31, 2021

Special

(In thousands)

Pass

Mention

Substandard

Doubtful

Total
Originated Loans:










Residential mortgages:










One- to four-family

$
99,294

$
1,110

$
2,362

$
—

$
102,766

99,294

1,110

2,362

—

102,766
Commercial loans:








Real estate - nonresidential

14,464

3,045

2,225

—

19,734
Multi-family

456

—

—

—

456
Commercial business

10,256

1,112

998

—

12,366

25,176

4,157

3,223

—

32,556
Consumer:










Home equity and junior liens

8,753

41

46

—

8,840
Manufactured homes

47,717

—

—

—

47,717
Automobile

22,558

64

44

—

22,666
Student

2,096

—

—

—

2,096
Recreational vehicle

29,424

39

—

—

29,463
Other consumer

5,376

32

—

—

5,408

115,924

176

90

—

116,190
Total originated loans

$
240,394

$
5,443

$
5,675

$
—

$
251,512

At December 31, 2021

Special

(In thousands)

Pass

Mention

Substandard

Doubtful

Total
Acquired Loans:










Residential mortgages:










One- to four-family

$
10,038

$
42

$
215

$
—

$
10,295

10,038

42

215

—

10,295
Commercial loans:










Real estate - nonresidential

1,744

—

—

—

1,744
Commercial business

162

—

—

—

162

1,906

—

—

—

1,906
Consumer:










Home equity and junior liens

841

—

20

—

861
Other consumer

84

—

—

—

84

925

—

20

—

945
Total acquired loans

$
12,869

$
42

$
235

$
—

$
13,146

~~Table of Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~


	At December 31, 2021										At December 31, 2022
			Special										Special
(In thousands)	Pass		Mention		Substandard		Doubtful		Total		Pass		Mention		Substandard		Doubtful		Total
Total Loans:
Residential mortgages:
One- to four-family	$	109,332	$	1,152	$	2,577	$	—	$	113,061	$	134,284	$	1,111	$	2,606	$	—	$	138,001
Construction												387		—		—		—		387
		109,332		1,152		2,577		—		113,061		134,671		1,111		2,606		—		138,388
Commercial loans:
Real estate - nonresidential		16,208		3,045		2,225		—		21,478		14,289		1,691		701		—		16,681
Multi-family		456		—		—		—		456		854		—		—		—		854
Commercial business		10,418		1,112		998		—		12,528		8,432		2,529		716		—		11,677
		27,082		4,157		3,223		—		34,462		23,575		4,220		1,417		—		29,212
Consumer:
Home equity and junior liens		9,594		41		66		—		9,701		11,376		14		172		—		11,562
Manufactured homes		47,717		—		—		—		47,717		50,297		324		368		—		50,989
Automobile		22,558		64		44		—		22,666		24,188		130		21		—		24,339
Student		2,096		—		—		—		2,096		1,735		—		68		—		1,803
Recreational vehicle		29,424		39		—		—		29,463		26,445		329		135		—		26,909
Other consumer		5,460		32		—		—		5,492		7,051		121		—		—		7,172
		116,849		176		110		—		117,135		121,092		918		764		—		122,774
Total loans	$	253,263	$	5,485	$	5,910	$	—	$	264,658	$	279,338	$	6,249	$	4,787	$	—	$	290,374

Management has reviewed its loan portfolio and determined that, to the best of its knowledge, little or no exposure exists to sub-prime or other high-risk residential mortgages. The Company is not in the practice of originating these types of loans.

Non-accrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received within thirty days of the payment due date.

For all classes of loans receivable, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan may be currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on non-accrual status, unpaid interest is reversed and charged to interest income. Interest received on non-accrual loans, including impaired loans, generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. Non-accrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for six consecutive months after modification.

When future collectability of the recorded loan balance is expected, interest income may be recognized on a cash basis. In the case where a non-accrual loan had been partially charged off, recognition of interest on a cash basis is limited to that which would have been recognized on the recorded loan balance at the contractual interest rate. Cash interest receipts in excess of that amount are recorded as recoveries to allowance for loan losses until prior charge-offs have been fully recovered.

2022

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

An age analysis of past due loans, segregated by class of loans, as are as follows:


	At June 30, 2023
						90 Days
	30-59 Days		60-89 Days			or More		Total		Total Loans		Total Loans
(In thousands)	Past Due		Past Due			Past Due		Past Due		Current		Receivable
Originated Loans:
Residential mortgage loans:
One- to four-family	$	3,597	$	1,420		$	1,829	$	6,846	$	134,526	$	141,372
		3,597		1,420			1,829		6,846		134,526		141,372
Commercial loans:
Real estate - nonresidential		84		—			29		113		13,529		13,642
Multi-family		437		—			—		437		407		844
Commercial business		536		—			41		577		14,702		15,279
		1,057		—			70		1,127		28,638		29,765
Consumer loans:
Home equity and junior liens		102		14			104		220		11,254		11,474
Manufactured homes		819		452			404		1,675		50,009		51,684
Automobile		343		31			58		432		23,316		23,748
Student		—		—	��		58		58		1,636		1,694
Recreational vehicle		780		432			199		1,411		23,599		25,010
Other consumer		98		29			—		127		7,758		7,885
		2,142		958			823		3,923		117,572		121,495
Total originated loans	$	6,796	$	2,378		$	2,722	$	11,896	$	280,736	$	292,632

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~An age analysis of past due loans, segregated by class of loans, as are as follows:~~


	At June 30, 2023
					90 Days
	30-59 Days		60-89 Days		or More		Total		Total Loans		Total Loans
(In thousands)	Past Due		Past Due		Past Due		Past Due		Current		Receivable
Acquired Loans:
Residential mortgage loans:
One- to four-family	$	215	$	16	$	202	$	433	$	7,651	$	8,084
		215		16		202		433		7,651		8,084
Commercial loans:
Real estate - nonresidential		—		—		—		—		1,355		1,355
Commercial business		—		—		—		—		61		61
		—		—		—		—		1,416		1,416
Consumer loans:
Home equity and junior liens		—		—		34		34		374		408
Other consumer		—		8		—		8		31		39
		—		8		34		42		405		447
Total acquired loans	$	215	$	24	$	236	$	475	$	9,472	$	9,947


	At September 30, 2022												At June 30, 2023
					90 Days												90 Days
	30-59 Days		60-89 Days		or More		Total		Total Loans		Total Loans		30-59 Days		60-89 Days		or More		Total		Total Loans		Total Loans
(In thousands)	Past Due		Past Due		Past Due		Past Due		Current		Receivable		Past Due		Past Due		Past Due		Past Due		Current		Receivable
Originated Loans:
Total Loans:
Residential mortgage loans:
One- to four-family	$	3,238	$	692	$	2,324	$	6,254	$	113,941	$	120,195	$	3,812	$	1,436	$	2,031	$	7,279	$	142,177	$	149,456
Construction		—		—		—		—		184		184
		3,238		692		2,324		6,254		114,125		120,379		3,812		1,436		2,031		7,279		142,177		149,456
Commercial loans:
Real estate - nonresidential		—		—		416		416		15,126		15,542		84		—		29		113		14,884		14,997
Multi-family		—		—		—		—		446		446		437		—		—		437		407		844
Commercial business		143		—		163		306		9,403		9,709		536		—		41		577		14,763		15,340
		143		—		579		722		24,975		25,697		1,057		—		70		1,127		30,054		31,181
Consumer loans:
Home equity and junior liens		85		35		170		290		10,363		10,653		102		14		138		254		11,628		11,882
Manufactured homes		783		168		145		1,096		48,791		49,887		819		452		404		1,675		50,009		51,684
Automobile		267		107		32		406		23,437		23,843		343		31		58		432		23,316		23,748
Student		7		2		62		71		1,850		1,921		—		—		58		58		1,636		1,694
Recreational vehicle		916		169		—		1,085		25,928		27,013		780		432		199		1,411		23,599		25,010
Other consumer		103		77		—		180		7,239		7,419		98		37		—		135		7,789		7,924
		2,161		558		409		3,128		117,608		120,736		2,142		966		857		3,965		117,977		121,942
Total originated loans	$	5,542	$	1,250	$	3,312	$	10,104	$	256,708	$	266,812
Total loans													$	7,011	$	2,402	$	2,958	$	12,371	$	290,208	$	302,579

2124

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	At September 30, 2022												At December 31, 2022
					90 Days												90 Days
	30-59 Days		60-89 Days		or More		Total		Total Loans		Total Loans		30-59 Days		60-89 Days		or More		Total		Total Loans		Total Loans
(In thousands)	Past Due		Past Due		Past Due		Past Due		Current		Receivable		Past Due		Past Due		Past Due		Past Due		Current		Receivable
Acquired Loans:
Originated Loans:
Residential mortgage loans:
One- to four-family	$	177	$	46	$	241	$	464	$	8,574	$	9,038	$	2,967	$	1,158	$	2,432	$	6,557	$	122,891	$	129,448
Construction														—		—		—		—		387		387
		177		46		241		464		8,574		9,038		2,967		1,158		2,432		6,557		123,278		129,835
Commercial loans:
Real estate - nonresidential		—		—		—		—		1,621		1,621		254		—		416		670		14,592		15,262
Multi-family														—		—		—		—		854		854
Commercial business		—		—		—		—		111		111		129		—		158		287		11,307		11,594
		—		—		—		—		1,732		1,732		383		—		574		957		26,753		27,710
Consumer loans:
Home equity and junior liens		15		—		35		50		531		581		193		85		122		400		10,627		11,027
Manufactured homes														696		324		368		1,388		49,601		50,989
Automobile														402		130		21		553		23,786		24,339
Student														—		—		68		68		1,735		1,803
Recreational vehicle														1,005		329		135		1,469		25,440		26,909
Other consumer		—		—		—		—		52		52		95		122		—		217		6,908		7,125
		15		—		35		50		583		633		2,391		990		714		4,095		118,097		122,192
Total acquired loans	$	192	$	46	$	276	$	514	$	10,889	$	11,403
Total originated loans													$	5,741	$	2,148	$	3,720	$	11,609	$	268,128	$	279,737


	At September 30, 2022												At December 31, 2022
					90 Days												90 Days
	30-59 Days		60-89 Days		or More		Total		Total Loans		Total Loans		30-59 Days		60-89 Days		or More		Total		Total Loans		Total Loans
(In thousands)	Past Due		Past Due		Past Due		Past Due		Current		Receivable		Past Due		Past Due		Past Due		Past Due		Current		Receivable
Total Loans:
Acquired Loans:
Residential mortgage loans:
One- to four-family	$	3,415	$	738	$	2,565	$	6,718	$	122,515	$	129,233	$	268	$	103	$	173	$	544	$	8,009	$	8,553
Construction		—		—		—		—		184		184
		3,415		738		2,565		6,718		122,699		129,417		268		103		173		544		8,009		8,553
Commercial loans:
Real estate - nonresidential		—		—		416		416		16,747		17,163		—		—		—		—		1,419		1,419
Multi-family		—		—		—		—		446		446
Commercial business		143		—		163		306		9,514		9,820		—		—		—		—		83		83
														—		—		—		—		1,502		1,502
		143		—		579		722		26,707		27,429
Consumer loans:
Home equity and junior liens		100		35		205		340		10,894		11,234		—		—		50		50		485		535
Manufactured homes		783		168		145		1,096		48,791		49,887
Automobile		267		107		32		406		23,437		23,843
Student		7		2		62		71		1,850		1,921
Recreational vehicle		916		169		—		1,085		25,928		27,013
Other consumer		103		77		—		180		7,291		7,471		8		—		—		8		39		47
		2,176		558		444		3,178		118,191		121,369		8		—		50		58		524		582
Total loans	$	5,734	$	1,296	$	3,588	$	10,618	$	267,597	$	278,215
Total acquired loans													$	276	$	103	$	223	$	602	$	10,035	$	10,637

2225

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	At December 31, 2021												At December 31, 2022
					90 Days												90 Days
	30-59 Days		60-89 Days		or More		Total		Total Loans		Total Loans		30-59 Days		60-89 Days		or More		Total		Total Loans		Total Loans
(In thousands)	Past Due		Past Due		Past Due		Past Due		Current		Receivable		Past Due		Past Due		Past Due		Past Due		Current		Receivable
Originated Loans:
Total Loans:
Residential mortgage loans:
One- to four-family	$	3,137	$	757	$	2,362	$	6,256	$	96,510	$	102,766	$	3,235	$	1,261	$	2,605	$	7,101	$	130,900	$	138,001
Construction														—		—		—		—		387		387
		3,137		757		2,362		6,256		96,510		102,766		3,235		1,261		2,605		7,101		131,287		138,388
Commercial loans:
Real estate - nonresidential		389		—		416		805		18,929		19,734		254		—		416		670		16,011		16,681
Multi-family		—		—		—		—		456		456		—		—		—		—		854		854
Commercial business		—		8		161		169		12,197		12,366		129		—		158		287		11,390		11,677
		389		8		577		974		31,582		32,556		383		—		574		957		28,255		29,212
Consumer loans:
Home equity and junior liens		149		31		46		226		8,614		8,840		193		85		172		450		11,112		11,562
Manufactured homes		922		615		—		1,537		46,180		47,717		696		324		368		1,388		49,601		50,989
Automobile		168		64		44		276		22,390		22,666		402		130		21		553		23,786		24,339
Student		95		—		—		95		2,001		2,096		—		—		68		68		1,735		1,803
Recreational vehicle		605		39		—		644		28,819		29,463		1,005		329		135		1,469		25,440		26,909
Other consumer		75		32		—		107		5,301		5,408		103		122		—		225		6,947		7,172
		2,014		781		90		2,885		113,305		116,190		2,399		990		764		4,153		118,621		122,774
Total originated loans	$	5,540	$	1,546	$	3,029	$	10,115	$	241,397	$	251,512
Total loans													$	6,017	$	2,251	$	3,943	$	12,211	$	278,163	$	290,374

At December 31, 2021

90 Days

30-59 Days

60-89 Days

or More

Total

Total Loans

Total Loans
(In thousands)

Past Due

Past Due

Past Due

Past Due

Current

Receivable
Acquired Loans:

Residential mortgage loans:












One- to four-family

$
318

$
68

$
215

$
601

$
9,694

$
10,295

318

68

215

601

9,694

10,295
Commercial loans:












Real estate - nonresidential

—

—

—

—

1,744

1,744
Commercial business

27

—

—

27

135

162

27

—

—

27

1,879

1,906












Consumer loans:

Home equity and junior liens

—

—

20

20

841

861
Other consumer

—

—

—

—

84

84

—

—

20

20

925

945
Total acquired loans

$
345

$
68

$
235

$
648

$
12,498

$
13,146

Non-accrual loans, segregated by class of loan, were as follows:


	At June 30,		At December 31,
(In thousands)	2023		2022

Residential mortgage loans:
One- to four-family	$	2,031	$	2,605
		2,031		2,605
Commercial loans:
Real estate - nonresidential		29		416
Commercial business		439		587
		468		1,003
Consumer loans:
Home equity and junior liens		138		172
Manufactured homes		404		368
Automobile		58		21
Student		58		68
Recreational vehicle		199		135
		857		764
Total non-accrual loans	$	3,356	$	4,372

There were no loans past due more than ninety days and still accruing interest at June 30, 2023 and December 31, 2022.

2326

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

At December 31, 2021

90 Days

30-59 Days

60-89 Days

or More

Total

Total Loans

Total Loans
(In thousands)

Past Due

Past Due

Past Due

Past Due

Current

Receivable
Total Loans:












Residential mortgage loans:












One- to four-family

$
3,455

$
825

$
2,577

$
6,857

$
106,204

$
113,061

3,455

825

2,577

6,857

106,204

113,061
Commercial loans:












Real estate - nonresidential

389

—

416

805

20,673

21,478
Multi-family

—

—

—

—

456

456
Commercial business

27

8

161

196

12,332

12,528

416

8

577

1,001

33,461

34,462
Consumer loans:












Home equity and junior liens

149

31

66

246

9,455

9,701
Manufactured homes

922

615

—

1,537

46,180

47,717
Automobile

168

64

44

276

22,390

22,666
Student

95

—

—

95

2,001

2,096
Recreational vehicle

605

39

—

644

28,819

29,463
Other consumer

75

32

—

107

5,385

5,492

2,014

781

110

2,905

114,230

117,135
Total loans

$
5,885

$
1,614

$
3,264

$
10,763

$
253,895

$
264,658

Loan Modifications

~~Non-accrual loans, segregated by class of loan, were as follows:~~

At September 30,

At December 31,

(In thousands)

2022

2021


Residential mortgage loans:





One- to four-family

$
2,565

$
2,577

2,565

2,577

Commercial loans:





Real estate - nonresidential

416

416

Commercial business

163

161

579

577

Consumer loans:





Home equity and junior liens

205

66

Manufactured homes

145

—

Automobile

32

44

Student

62

—

444

110

Total non-accrual loans

$
3,588

$
3,264

~~There were no loans past due more than ninety days and still accruing interest at September 30, 2022 and December 31, 2021.~~

~~Table of Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes~~Prior to ~~Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

~~Troubled Debt Restructuring~~

~~The~~January 1, 2023, the Company iswas required to disclose certain activities related to Troubled Debt Restructuring (“TDR”) in accordance with accounting guidance. Certain loans ~~have been~~were modified in a TDR where economic concessions have been granted to a borrower who is experiencing, or is expected to experience, financial difficulties. These economic concessions could include a reduction in the loan interest rate, extension of payment terms, reduction of principal amortization, or other actions that the Company would not otherwise consider for a new loan with similar risk characteristics. The recorded investment for each TDR loan is determined by the outstanding balance less the allowance associated with the loan.

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses. In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.

There were no loans that had been modified as a TDR during the ~~three and nine months~~year ended September 30, 2022 and for the three months ended September 30, 2021. There were seven loans that had been modified as a TDR during the nine months ended September 30, 2021. During the nine months ended September 30, 2022 and 2021, there were no defaults on TDRs that were modified within the twelve months prior to the default date. A default for these purposes is defined as a loan that reaches 90 days past due.

~~The table below details loans that have been modified as a troubled debt restructuring for the nine months ended September 30, 2021.~~

Nine Months Ended September 30, 2021

Post-

Pre-Modification

Modification

Current

Outstanding

Outstanding

Outstanding

Number of

Recorded

Recorded

Recorded

Contracts

Investment

Investment

Investment
One- to four-family residential mortgages

4

$
336

$
336

$
—
Commercial business

3

46

46

—

~~The TDR loans that were modified during the nine months ended September 30, 2021 were paid off during the three months ended June 30,~~December 31, 2022.

At ~~September 30~~December 31, 2022, ~~there were~~the Company had seven TDR loans, with an outstanding balance of $2.5 million, in the portfolio that had been modified by making concessions to maturity dates and, in some cases, lowering the interest rate from the original contract. ~~Each modification was done~~At January 1, 2023, as part of the adoption of the CECL standard, two of these loans totaling $270,000 were returned to ~~alleviate~~ the ~~borrowers’~~general pool to be collectively reviewed as a result of making regularly scheduled payments as agreed. The remaining five loans totaling $2.2 million will continue to be individually reviewed although regularly scheduled payments have been made as agreed. There were no loans modified to borrowers experiencing financial difficulties during the three and keep the collateral from repossession when the borrower met the eligibility criteria. There was one TDR totaling $8,000 in non-accrual status due to delinquency greater than 90 days. All other TDR loans continue to accrue interest.six months ended June 30, 2023.

~~At December 31, 2021, the Company had 15 TDR loans with an outstanding balance of $3.0 million in the portfolio.~~Impaired Loans

~~Impaired Loans~~

APrior to January 1, 2023, a loan is considered impaired when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower including the length of the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a

~~Table of Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

loan-by-loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is ~~collateral dependent.~~collateral-dependent.

~~The following table summarizes impaired loans information by portfolio class:~~

At September 30, 2022

Unpaid

Recorded

Principal

Related
(In thousands)

Investment

Balance

Allowance

With no related allowance recorded:






One- to four-family residential mortgages

$
2,565

$
2,525

$
—
Commercial real estate - nonresidential

416

516

—
Commercial business

162

126

—
Home equity and junior liens

205

205

—

Total:






One- to four-family residential mortgages

2,565

2,525

—
Commercial real estate - nonresidential

416

516

—
Commercial business

162

126

—
Home equity and junior liens

205

205

—

$
3,348

$
3,372

$
—

At December 31, 2021

Unpaid



Recorded

Principal

Related
(In thousands)

Investment

Balance

Allowance
With no related allowance recorded:







One- to four-family residential mortgages

$
2,352

$
2,423

$
—
Commercial real estate - nonresidential

416

516

—
Commercial business

73

73

—
Home equity and junior liens

67

67

—

With an allowance recorded:






One- to four-family residential mortgages

224

224

7
Commercial business

55

55

12

Total:






One- to four-family residential mortgages

2,576

2,647

7
Commercial real estate - nonresidential

416

516

—
Commercial business

128

128

12
Home equity and junior liens

67

67

—

$
3,187

$
3,358

$
19

~~Table of Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

~~The following table presents the average recorded investment in impaired loans:~~

Three Months Ended September 30,

Nine Months Ended September 30,
(In thousands)

2022

2021

2022

2021

One- to four-family residential mortgages

$
2,567

$
2,397

$
2,579

$
2,412
Commercial real estate - nonresidential

416

954

416

954
Commercial business

163

469

169

471
Home equity and junior liens

212

81

214

81

$
3,358

$
3,901

$
3,378

$
3,918

~~The following table presents interest income recognized on impaired loans:~~

Three Months Ended September 30,

Nine Months Ended September 30,
(In thousands)

2022

2021

2022

2021

One- to four-family residential mortgages

$
8

$
13

$
46

$
56
Commercial real estate - nonresidential

—

—

—

1
Commercial business

—

—

1

1
Home equity and junior liens

—

—

3

2

$
8

$
13

$
50

$
60

~~Income recognized on a cash basis was not materially different than interest income recognized on an accrual basis for the periods.~~

6.~~Allowance for Loan Loss~~

Changes in the allowance for loan losses and information pertaining to the allocation of the allowance for loan losses and balances of the allowance for loan losses and loans receivable based on individual and collective impairment evaluation by loan portfolio class are summarized as follows:

Three Months Ended September 30, 2022

One- to four-

Construction

Commercial

Commercial

family

residential

real estate

real estate

Construction

Commercial
(In thousands)

residential

mortgage

nonresidential

multi-family

commercial

business
Allowance for loan losses:













Beginning Balance

$
690

$
—

$
516

$
2

$
—

$
240
Charge-offs

(1)

—

—

—

—

(2)
Recoveries

2

—

—

—

—

1
Provision (credit) for loan losses

37

1

(48)

—

—

(9)
Ending balance

$
728

$
1

$
468

$
2

$
—

$
230

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company designates individually evaluated loans on nonaccrual status as collateral-dependent loans, as well as other loans that management of the Company designates as having higher risk. Collateral-dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the allowance for credit losses. Under CECL, for collateral-dependent loans, the Company has adopted the practical expedient to measure the allowance for credit losses based on the fair value of collateral. The allowance for credit losses is calculated on an individual loan basis based on the shortfall between the fair value of the loan's collateral, which is adjusted for liquidation costs/discounts, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required.

The following table presents an analysis of collateral-dependent loans of the Company as of June 30, 2023:

Three Months Ended September 30, 2022 (cont'd)

Home equity

Manufactured

Recreational

Other

(In thousands)

and junior liens

homes

Automobile

Student

vehicle

consumer

Unallocated

Total
Allowance for loan losses:

Beginning Balance

$
49

$
104

$
126

$
62

$
347

$
52

$
—

$
2,188
Charge-offs

(10)

—

(18)

(29)

—

(1)

—

(61)
Recoveries

—

—

12

1

—

2

—

18
Provision for loan losses

19

1

7

25

13

135

—

181
Ending balance

$
58

$
105

$
127

$
59

$
360

$
188

$
—

$
2,326


	Residential		Business				Commercial				Total
(In thousands)	properties		assets		Land		property		Other		Loans
One- to four-family	$	2,031	$	—	$	—	$	—	$	—	$	2,031
Real estate - nonresidential		29		—		—		—		—		29
Commercial business		—		439		—		—		—		439
Home equity and junior liens		138		—		—		—		—		138
Total loans	$	2,198	$	439	$	—	$	—	$	—	$	2,637

Three Months Ended September 30, 2021

One- to four-

Construction

Commercial

Commercial

family

residential

real estate

real estate

Construction

Commercial
(In thousands)

residential

mortgage

nonresidential

multi-family

commercial

business
Allowance for loan losses:













Beginning Balance

$
611

$
—

$
376

$
2

$
—

$
563
Charge-offs

(40)

—

(2)

—

—

—
Recoveries

1

—

—

—

—

—
Provision (credit) for loan losses

180

—

51

1

—

(94)
Ending balance

$
752

$
—

$
425

$
3

$
—

$
469

The following table summarizes collateral-dependent loan information by portfolio class:


	Three Months Ended June 30, 2023
	Average		Interest
	recorded		income
(In thousands)	investment		recognized

One- to four-family residential mortgages	$	2,033	$	4
Commercial real estate - nonresidential		29		—
Commercial business		493		—
Home equity and junior liens		140		1
	$	2,695	$	5


	Six Months Ended June 30, 2023
	Average		Interest
	recorded		income
(In thousands)	investment		recognized

One- to four-family residential mortgages	$	2,051	$	31
Commercial real estate - nonresidential		30		—
Commercial business		469		1
Home equity and junior liens		140		2
	$	2,690	$	34

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Three Months Ended September 30, 2021 (cont'd)

Home equity

Manufactured

Recreational

Other

(In thousands)

and junior liens

homes

Automobile

Student

vehicle

consumer

Unallocated

Total
Allowance for loan losses:

Beginning Balance

$
46

$
82

$
143

$
69

$
—

$
84

$
—

$
1,976
Charge-offs

—

—

(1)

—

—

(9)

—

(52)
Recoveries

—

—

9

1

—

1

—

12
Provision (credit) for loan losses

(17)

11

(6)

(2)

—

11

—

135
Ending balance

$
29

$
93

$
145

$
68

$
—

$
87

$
—

$
2,071

Nine Months Ended September 30, 2022

One- to four-

Construction

family

residential

Real estate

Construction

Commercial
(In thousands)

residential

mortgage

nonresidential

Multi-family

commercial

business
Allowance for loan losses:













Beginning balance

$
688

$
—

$
630

$
2

$
—

$
161
Charge-offs

(37)

—

—

—

—

(14)
Recoveries

18

—

—

—

—

1
Provision (credit) for loan losses

59

1

(162)

—

—

82
Ending balance

$
728

$
1

$
468

$
2

$
—

$
230
Ending balance:  related to loans individually evaluated for impairment

$
—

$
—

$
—

$
—

$
—

$
—
Ending balance:  related to loans collectively evaluated for impairment

$
728

$
1

$
468

$
2

$
—

$
230
Loans receivable:












Ending balance

$
129,233

$
184

$
17,163

$
446

$
—

$
9,820
Ending balance: individually evaluated for impairment

$
2,565

$
—

$
416

$
—

$
—

$
162
Ending balance: collectively evaluated for impairment

$
126,668

$
184

$
16,747

$
446

$
—

$
9,658

The following table summarizes impaired loan information by portfolio class:


		At December 31, 2022
			Unpaid
	Recorded		principal		Related
(In thousands)	investment		balance		allowance
With no related allowance recorded:
One- to four-family residential mortgages	$	2,560	$	2,641	$	—
Commercial real estate - nonresidential		701		801		—
Commercial business		717		729		—
Home equity and junior liens		181		191		—

Total:
One- to four-family residential mortgages		2,560		2,641		—
Commercial real estate - nonresidential		701		801		—
Commercial business		717		729		—
Home equity and junior liens		181		191		—
	$	4,159	$	4,362	$	—

The following table presents the amortized cost information of loans on non-accrual status:


					Interest income		Non-accrual loans
					recognized on		with no allowance
	Amortized cost of loans on				non-accrual loans		for credit losses
	non-accrual status				as of		as of
(In thousands)	January 1, 2023		June 30, 2023		June 30, 2023		June 30, 2023


Residential mortgage loans:
One- to four-family	$	2,605	$	2,080	$	31	$	1,777

Commercial loans:
Real estate - nonresidential		416		29		—		29
Commercial business		587		439		1		439

Consumer loans:
Home equity and junior liens		172		136		2		138
Manufactured homes		368		404		—		404
Automobile		21		55		—		58
Student		68		58		—		58
Recreational vehicle		135		150		6		199
	$	4,372	$	3,351	$	40	$	3,102

Income recognized on a cash basis was not materially different than interest income recognized on an accrual basis for the periods.

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Nine Months Ended September 30, 2022 (cont'd)

Home equity

Manufactured

Recreational

Other

(In thousands)

and junior liens

homes

Automobile

Student

vehicle

consumer

Unallocated

Total
Allowance for loan losses:

Beginning balance

$
39

$
102

$
107

$
64

$
—

$
48

$
—

$
1,841
Charge-offs

(10)

—

(58)

(29)

—

(1)

—

(149)
Recoveries

—

—

128

2

—

4

—

153
Provision (credit) for loan losses

29

3

(50)

22

360

137

—

481
Ending balance

$
58

$
105

$
127

$
59

$
360

$
188

$
—

$
2,326
Ending balance: related to loans individually evaluated for impairment

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—
Ending balance: related to loans collectively evaluated for impairment

$
58

$
105

$
127

$
59

$
360

$
188

$
—

$
2,326
Loans receivable:
















Ending balance

$
11,234

$
49,887

$
23,843

$
1,921

$
27,013

$
7,471

$
—

$
278,215
Ending balance: individually evaluated for impairment

$
205

$
—

$
—

$
—

$
—

$
—

$
—

$
3,348
Ending balance: collectively evaluated for impairment

$
11,029

$
49,887

$
23,843

$
1,921

$
27,013

$
7,471

$
—

$
274,867

The following tables present the loans to customers as of June 30, 2023 based on year of origination within each credit quality indicator:

Nine Months Ended September 30, 2021

One- to four-

Construction

family

residential

Real estate

Construction

Commercial
(In thousands)

residential

mortgage

nonresidential

Multi-family

commercial

business
Allowance for loan losses:













Beginning balance

$
457

$
—

$
319

$
26

$
—

$
617
Charge-offs

(117)

—

(53)

—

—

(17)
Recoveries

3

—

16

12

—

7
Provision (credit) for loan losses

409

—

143

(35)

—

(138)
Ending balance

$
752

$
—

$
425

$
3

$
—

$
469
Ending balance:  related to loans individually evaluated for impairment

$
14

$
—

$
—

$
—

$
—

$
183
Ending balance:  related to loans collectively evaluated for impairment

$
738

$
—

$
425

$
3

$
—

$
286
Loans receivable:












Ending balance

$
116,182

$
193

$
22,226

$
403

$
—

$
15,158
Ending balance: individually evaluated for impairment

$
2,325

$
—

$
604

$
—

$
—

$
469
Ending balance: collectively evaluated for impairment

$
113,857

$
193

$
21,622

$
403

$
—

$
14,689


	At June 30, 2023
		2023		2022		2021		2020		2019		Prior		Total
Originated Loans:
Residential mortgage loans:
4 Internal grade	$	15,325	$	42,193	$	10,284	$	11,575	$	11,931	$	47,158	$	138,466
5 Internal grade		—		—		28		—		106		943		1,077
6 Internal grade		—		133		113		41		81		1,461		1,829
	$	15,325	$	42,326	$	10,425	$	11,616	$	12,118	$	49,562	$	141,372
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	(100)	$	(100)
Current period recoveries		—		—		—		—		—		—		—
Current period net writeoffs	$	—	$	—	$	—	$	—	$	—	$	(100)	$	(100)

Commercial loans:
2 Internal grade	$	—	$	—	$	—	$	—	$	—	$	379	$	379
3 Internal grade		—		169		610		279		906		6,283		8,247
4 Internal grade		3,868		3,169		721		201		124		8,158		16,241
5 Internal grade		—		—		—		—		2,092		1,960		4,052
6 Internal grade		—		—		—		—		41		805		846
	$	3,868	$	3,338	$	1,331	$	480	$	3,163	$	17,585	$	29,765
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current period recoveries		—		—		—		—		—		51		51
Current period net writeoffs	$	—	$	—	$	—	$	—	$	—	$	51	$	51

Consumer loans:
4 Internal grade	$	9,477	$	25,948	$	28,827	$	34,467	$	9,558	$	11,401	$	119,678
5 Internal grade		—		113		425		122		211		123		994
6 Internal grade		—		45		428		187		67		96		823
	$	9,477	$	26,106	$	29,680	$	34,776	$	9,836	$	11,620	$	121,495
Current period gross writeoffs	$	—	$	—	$	(1)	$	(1)	$	—	$	(20)	$	(22)
Current period recoveries		—		—		—		—		—		12		12
Current period net writeoffs	$	—	$	—	$	(1)	$	(1)	$	—	$	(8)	$	(10)

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Nine Months Ended September 30, 2021 (cont'd)

Home equity

Manufactured

Recreational

Other

(In thousands)

and junior liens

homes

Automobile

Student

vehicle

consumer

Unallocated

Total
Allowance for loan losses:

Beginning balance

$
46

$
76

$
127

$
69

$
—

$
84

$
—

$
1,821
Charge-offs

(2)

—

(7)

—

—

(45)

—

(241)
Recoveries

—

—

34

2

7

5

—

86
Provision (credit) for loan losses

(15)

17

(9)

(3)

(7)

43

—

405
Ending balance

$
29

$
93

$
145

$
68

$
—

$
87

$
—

$
2,071
Ending balance: related to loans individually evaluated for impairment

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
197
Ending balance: related to loans collectively evaluated for impairment

$
29

$
93

$
145

$
68

$
—

$
87

$
—

$
1,874
Loans receivable:
















Ending balance

$
10,092

$
48,234

$
22,940

$
2,216

$
30,185

$
5,829

$
—

$
273,658
Ending balance: individually evaluated for impairment

$
80

$
—

$
—

$
—

$
—

$
—

$
—

$
3,478
Ending balance: collectively evaluated for impairment

$
10,012

$
48,234

$
22,940

$
2,216

$
30,185

$
5,829

$
—

$
270,180

Year Ended December 31, 2021

One- to four-

Construction

family

residential

Real estate

Construction

Commercial
(In thousands)

residential

mortgage

nonresidential

Multi-family

commercial

business
Allowance for loan losses:

Beginning balance

$
457

$
—

$
319

$
26

$
—

$
617
Charge-offs

(117)

—

(386)

—

—

(84)
Recoveries

28

—

16

12

—

7
Provision (credit) for loan losses

320

—

681

(36)

—

(379)
Ending balance

$
688

$
—

$
630

$
2

$
—

$
161
Ending balance: related to loans individually evaluated for impairment

$
7

$
—

$
—

$
—

$
—

$
12
Ending balance: related to loans collectively evaluated for impairment

$
681

$
—

$
630

$
2

$
—

$
149
Loans receivable:












Ending balance

$
113,061

$
—

$
21,478

$
456

$
—

$
12,528
Ending balance: individually evaluated for impairment

$
2,576

$
—

$
416

$
—

$
—

$
128
Ending balance: collectively evaluated for impairment

$
110,485

$
—

$
21,062

$
456

$
—

$
12,400


	At June 30, 2023
		2023		2022		2021		2020		2019		Prior		Total
Acquired Loans:
Residential mortgage loans:
4 Internal grade	$	—	$	—	$	—	$	—	$	—	$	7,872	$	7,872
5 Internal grade		—		—		—		—		—		10		10
6 Internal grade		—		—		—		—		—		202		202
	$	—	$	—	$	—	$	—	$	—	$	8,084	$	8,084
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current period recoveries		—		—		—		—		—		3		3
Current period net writeoffs	$	—	$	—	$	—	$	—	$	—	$	3	$	3

Commercial loans:
4 Internal grade	$	—	$	—	$	—	$	—	$	—	$	1,416	$	1,416
5 Internal grade		—		—		—		—		—		—		—
6 Internal grade		—		—		—		—		—		—		—
	$	—	$	—	$	—	$	—	$	—	$	1,416	$	1,416
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current period recoveries		—		—		—		—		—		—		—
Current period net writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Consumer loans:
4 Internal grade	$	—	$	—	$	—	$	—	$	—	$	405	$	405
5 Internal grade		—		—		—		—		—		8		8
6 Internal grade		—		—		—		—		—		34		34
	$	—	$	—	$	—	$	—	$	—	$	447	$	447
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current period recoveries		—		—		—		—		—		—		—
Current period net writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Year Ended December 31, 2021 (cont'd)

Home equity

Manufactured

Recreational

Other

(In thousands)

and junior liens

homes

Automobile

Student

vehicle

consumer

Unallocated

Total
Allowance for loan losses:

Beginning balance

$
46

$
76

$
127

$
69

$
—

$
84

$
—

$
1,821
Charge-offs

(2)

—

(12)

—

(1)

(45)

—

(647)
Recoveries

—

—

48

3

8

5

—

127
Provision (credit) for loan losses

(5)

26

(56)

(8)

(7)

4

—

540
Ending balance

$
39

$
102

$
107

$
64

$
—

$
48

$
—

$
1,841
Ending balance: related to loans individually evaluated for impairment

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
19
Ending balance: related to loans collectively evaluated for impairment

$
39

$
102

$
107

$
64

$
—

$
48

$
—

$
1,822
Loans receivable:
















Ending balance

$
9,701

$
47,717

$
22,666

$
2,096

$
29,463

$
5,492

$
—

$
264,658
Ending balance: individually evaluated for impairment

$
67

$
—

$
—

$
—

$
—

$
—

$
—

$
3,187
Ending balance: collectively evaluated for impairment

$
9,634

$
47,717

$
22,666

$
2,096

$
29,463

$
5,492

$
—

$
261,471


	At June 30, 2023
		2023		2022		2021		2020		2019		Prior		Total
Total Loans:
Residential mortgage loans:
4 Internal grade	$	15,325	$	42,193	$	10,284	$	11,575	$	11,931	$	55,030	$	146,338
5 Internal grade		—		—		28		—		106		953		1,087
6 Internal grade		—		133		113		41		81		1,663		2,031
	$	15,325	$	42,326	$	10,425	$	11,616	$	12,118	$	57,646	$	149,456
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	(100)	$	(100)
Current period recoveries		—		—		—		—		—		3		3
Current period net writeoffs	$	—	$	—	$	—	$	—	$	—	$	(97)	$	(97)

Commercial loans:
2 Internal grade	$	—	$	—	$	—	$	—	$	—	$	379	$	379
3 Internal grade		—		169		610		279		906		6,283		8,247
4 Internal grade		3,868		3,169		721		201		124		9,574		17,657
5 Internal grade		—		—		—		—		2,092		1,960		4,052
6 Internal grade		—		—		—		—		41		805		846
	$	3,868	$	3,338	$	1,331	$	480	$	3,163	$	19,001	$	31,181
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Current period recoveries		—		—		—		—		—		51		51
Current period net writeoffs	$	—	$	—	$	—	$	—	$	—	$	51	$	51

Consumer loans:
4 Internal grade	$	9,477	$	25,948	$	28,827	$	34,467	$	9,558	$	11,806	$	120,083
5 Internal grade		—		113		425		122		211		131		1,002
6 Internal grade		—		45		428		187		67		130		857
	$	9,477	$	26,106	$	29,680	$	34,776	$	9,836	$	12,067	$	121,942
Current period gross writeoffs	$	—	$	—	$	(1)	$	(1)	$	—	$	(20)	$	(22)
Current period recoveries		—		—		—		—		—		12		12
Current period net writeoffs	$	—	$	—	$	(1)	$	(1)	$	—	$	(8)	$	(10)

The allowance for loan losses represents management's estimate of losses inherent in the loan portfolio as of the consolidated statement of financial condition date and is recorded as a reduction of loans. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable is charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Consumer loans not secured by residential real estate are generally charged off no later than 90 days past due on a contractual basis, earlier in the event of bankruptcy, or if there is an amount deemed uncollectible. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.

The allowance consists of specific, general, and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying amount of that loan. The general component covers pools of loans by loan class including commercial loans not considered impaired, automobile loans identified in pools by product and underwriting standards, as well as smaller balance homogeneous consumer loans. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative risk factors. These qualitative risk factors include:

●

~~Asset quality trends~~

●

~~The trend in loan growth and portfolio mix~~

●

~~Regional and local economic conditions~~

●

~~Historical loan loss experience~~

●

~~Underlying credit quality~~

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~Each factor is assigned a value~~6.Allowance for Credit Loss

The following tables summarize the activity related to ~~reflect improving, stable, or declining conditions based~~the allowance for credit losses for the three and six months ended June 30, 2023 and 2022:


	Three Months Ended June 30, 2023
			Additional
			Allowance
			Recognized		Credit
			Due to		Loss		Writeoffs
			Adoption		Expense		During		Recoveries
	Beginning		of		for the		the		During		Ending
(In thousands)	Balance		Topic 326		Period		Period		the Period		Balance
Residential mortgage loans:
One- to four-family	$	943	$	—	$	220	$	(100)	$	2	$	1,065
Construction		1		—		(1)		—		—		—

Commercial loans:
Real estate - nonresidential		600		—		(63)		—		—		537
Multi-family		—		—		—		—		—		—
Commercial business		279		—		(30)		—		49		298

Consumer loans:
Home equity and junior liens		70		—		8		(2)		—		76
Manufactured homes		—		—		—		—		—		—
Automobile		259		—		(9)		—		4		254
Student		15		—		(1)		—		1		15
Recreational vehicle		134		—		16		—		—		150
Other consumer		352		—		25		(1)		—		376
	$	2,653	$	—	$	165	$	(103)	$	56	$	2,771

At June 30, 2023 there was no liability recorded for unfunded loan commitments.

Prior to the adoption of ASC 326 on ~~management's best judgment using relevant information available at~~January 1, 2023, the ~~time~~Company calculated the allowance for loan losses under the incurred loss methodology. The following tables are disclosures related to the allowance for loan losses in prior periods.


	Three Months Ended June 30, 2022
	One- to four-		Construction		Commercial		Commercial
	family		residential		real estate		real estate		Construction		Commercial
(In thousands)	residential		mortgage		nonresidential		multi-family		commercial		business
Allowance for loan losses:
Beginning Balance	$	739	$	—	$	644	$	3	$	—	$	209
Charge-offs		(26)		—		—		—		—		(12)
Recoveries		1		—		—		—		—		—
Provision for loan losses		(24)		—		(128)		(1)		—		43
Ending balance	$	690	$	—	$	516	$	2	$	—	$	240

Table of ~~the evaluation.~~Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	Three Months Ended June 30, 2022 (cont'd)
	Home equity		Manufactured						Recreational		Other
(In thousands)	and junior liens		homes		Automobile		Student		vehicle		consumer		Unallocated		Total
Allowance for loan losses:
Beginning Balance	$	43	$	116	$	107	$	64	$	—	$	49	$	—	$	1,974
Charge-offs		—		—		—		—		—		—		—		(38)
Recoveries		—		—		99		—		—		2		—		102
Provision (credit) for loan losses		6		(12)		(80)		(2)		347		1		—		150
Ending balance	$	49	$	104	$	126	$	62	$	347	$	52	$	—	$	2,188


	Six Months Ended June 30, 2023
			Additional
			Allowance
			Recognized		Credit
			Due to		Loss		Writeoffs
			Adoption		Expense		During		Recoveries
	Beginning		of		for the		the		During		Ending
(In thousands)	Balance		Topic 326		Period		Period		the Period		Balance
Residential mortgage loans:
One- to four-family	$	787	$	—	$	375	$	(100)	$	3	$	1,065
Construction		2		—		(2)		—		—		—

Commercial loans:
Real estate - nonresidential		319		—		218		—		—		537
Multi-family		4		—		(4)		—		—		—
Commercial business		248		—		(1)		—		51		298

Consumer loans:
Home equity and junior liens		65		—		24		(13)		—		76
Manufactured homes		110		—		(110)		—		—		—
Automobile		135		—		110		—		9		254
Student		55		—		(35)		(7)		2		15
Recreational vehicle		646		—		(496)		—		—		150
Other consumer		126		—		251		(2)		1		376
	$	2,497	$	—	$	330	$	(122)	$	66	$	2,771

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	Six Months Ended June 30, 2022
	One- to four-		Construction
	family		residential		Real estate				Construction		Commercial
(In thousands)	residential		mortgage		nonresidential		Multi-family		commercial		business
Allowance for loan losses:
Beginning balance	$	688	$	—	$	630	$	2	$	—	$	161
Charge-offs		(36)		—		—		—		—		(12)
Recoveries		16		—		—		—		—		—
Provision for loan losses		22		—		(114)		—		—		91
Ending balance	$	690	$	—	$	516	$	2	$	—	$	240
Ending balance: related to loans individually evaluated for impairment	$	1	$	—	$	—	$	—	$	—	$	—
Ending balance: related to loans collectively evaluated for impairment	$	689	$	—	$	516	$	2	$	—	$	240
Loans receivable:
Ending balance	$	118,454	$	—	$	17,829	$	449	$	—	$	11,405
Ending balance: individually evaluated for impairment	$	2,517	$	—	$	416	$	—	$	—	$	113
Ending balance: collectively evaluated for impairment	$	115,937	$	—	$	17,413	$	449	$	—	$	11,292


	Six Months Ended June 30, 2022 (cont'd)
	Home equity		Manufactured						Recreational		Other
(In thousands)	and junior liens		homes		Automobile		Student		vehicle		consumer		Unallocated		Total
Allowance for loan losses:
Beginning balance	$	39	$	102	$	107	$	64	$	—	$	48	$	—	$	1,841
Charge-offs		—		—		(40)		—		—		—		—		(88)
Recoveries		—		—		116		1		—		2		—		135
Provision (credit) for loan losses		10		2		(57)		(3)		347		2		—		300
Ending balance	$	49	$	104	$	126	$	62	$	347	$	52	$	—	$	2,188
Ending balance: related to loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1
Ending balance: related to loans collectively evaluated for impairment	$	49	$	104	$	126	$	62	$	347	$	52	$	—	$	2,187
Loans receivable:
Ending balance	$	10,829	$	49,247	$	22,569	$	2,042	$	28,059	$	6,811	$	—	$	267,694
Ending balance: individually evaluated for impairment	$	82	$	—	$	—	$	—	$	—	$	—	$	—	$	3,128
Ending balance: collectively evaluated for impairment	$	10,747	$	49,247	$	22,569	$	2,042	$	28,059	$	6,811	$	—	$	264,566

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	Year Ended December 31, 2022
	One- to four-		Construction
	family		residential		Real estate				Construction		Commercial
(In thousands)	residential		mortgage		nonresidential		Multi-family		commercial		business
Allowance for loan losses:
Beginning balance	$	688	$	—	$	630	$	2	$	—	$	161
Charge-offs		(37)		—		—		—		—		(14)
Recoveries		18		—		—		—		—		2
Provision (credit) for loan losses		118		2		(311)		2		—		99
Ending balance	$	787	$	2	$	319	$	4	$	—	$	248
Ending balance: related to loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—
Ending balance: related to loans collectively evaluated for impairment	$	787	$	2	$	319	$	4	$	—	$	248
Loans receivable:
Ending balance	$	138,001	$	387	$	16,681	$	854	$	—	$	11,677
Ending balance: individually evaluated for impairment	$	2,560	$	—	$	701	$	—	$	—	$	717
Ending balance: collectively evaluated for impairment	$	135,441	$	387	$	15,980	$	854	$	—	$	10,960


	Year Ended December 31, 2022 (cont'd)
	Home equity		Manufactured						Recreational		Other
(In thousands)	and junior liens		homes		Automobile		Student		vehicle		consumer		Unallocated		Total
Allowance for loan losses:		��
Beginning balance	$	39	$	102	$	107	$	64	$	—	$	48	$	—	$	1,841
Charge-offs		(10)		—		(59)		(29)		(1)		(2)		—		(152)
Recoveries		—		—		149		3		1		4		—		177
Provision (credit) for loan losses		36		8		(62)		17		646		76		—		631
Ending balance	$	65	$	110	$	135	$	55	$	646	$	126	$	—	$	2,497
Ending balance: related to loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Ending balance: related to loans collectively evaluated for impairment	$	65	$	110	$	135	$	55	$	646	$	126	$	—	$	2,497
Loans receivable:
Ending balance	$	11,562	$	50,989	$	24,339	$	1,803	$	26,909	$	7,172	$	—	$	290,374
Ending balance: individually evaluated for impairment	$	181	$	—	$	—	$	—	$	—	$	—	$	—	$	4,159
Ending balance: collectively evaluated for impairment	$	11,381	$	50,989	$	24,339	$	1,803	$	26,909	$	7,172	$	—	$	286,215

The risk characteristics within the loan portfolio vary depending on the loan segment. Consumer loans generally are repaid from personal sources of income. Risks associated with consumer loans primarily include general economic

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

risks such as declines in the local economy creating higher rates of unemployment. Those conditions may also lead to a decline in collateral values should the Company be required to repossess the collateral securing consumer loans. These economic risks also impact the commercial loan segment, however, commercial loans are considered to have greater risk than consumer loans as the primary source of repayment is from the cash flow of the business customer. Loans secured by real estate provide the best collateral protection and thus significantly reduce the inherent risk in the portfolio.

7.Employee Benefit Plans

The Company provides pension benefits for eligible employees through two defined benefit pension plans (the “Plans”). The following tables set forth the changes in the Plans’ net periodic pension benefit:


Generations Bank Plan:	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2022		2021		2022		2021		2023		2022		2023		2022

Net periodic expenses recognized in income:
Service cost	$	108	$	115	$	324	$	344	$	60	$	108	$	120	$	216
Interest cost		102		105		307		315		117		103		235		205
Expected return on plan assets		(383)		(370)		(1,151)		(1,110)		(306)		(384)		(613)		(768)
Amortization of net losses		—		28		—		85		41		—		81		—
Net periodic pension benefit	$	(173)	$	(122)	$	(520)	$	(366)	$	(88)	$	(173)	$	(177)	$	(347)


Medina Savings and Loan Plan:	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2022		2021		2022		2021		2023		2022		2023		2022

Net periodic expenses recognized in income:
Service cost	$	9	$	8	$	25	$	23	$	3	$	8	$	6	$	16
Interest cost		28		33		83		98		33		27		67		55
Expected return on plan assets		(116)		(116)		(346)		(348)		(89)		(115)		(179)		(230)
Net periodic pension benefit	$	(79)	$	(75)	$	(238)	$	(227)	$	(53)	$	(80)	$	(106)	$	(159)

~~Table of Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

~~8. Stock-Based Compensation~~

~~A summary of the Company’s stock option activity andrelated information for its option plans for the three and nine months ended September 30, 2022 is as follows:~~

Three Months Ended September 30, 2022

Weighted Average

Exercise Price Per

Options

Share
Outstanding at beginning of quarter

132,977

$
11.61
Grants

—

—
Exercised

—

—
Outstanding at quarter end

132,977

$
11.61

Exercisable at quarter end

—

$
—

Nine Months Ended September 30, 2022

Weighted Average

Exercise Price Per

Options

Share
Outstanding at beginning of year

—

$
—
Grants

132,977

11.61
Exercised

—

—
Outstanding at quarter end

132,977

$
11.61

Exercisable at quarter end

—

$
—

~~There were no stock options granted for the three- and nine-month periods ended September 30, 2021.~~

~~The~~ ~~grants~~ to senior management and directors vest over a five-year period in equal annual installments, with the first installment vesting on the first anniversary date of the grant and succeeding installments on each anniversary thereafter, through 2027.

The compensation expense of the awards is based on the fair value of the instruments on the date of grant. The Company recorded compensation expense in the amount of $21,000 and $32,000 for the three and nine months ended September 30, 2022.

An aggregate of 53,191 shares of restricted stock were granted to directors and senior management during the period ended September 30, 2022. These shares of restricted stock vest in the same manner as the stock options described above. The Company recorded compensation expense in the amount of $31,000 and $43,000 for the three and nine months ended September 30, 2022.

3437

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

8. Stock-Based Compensation

A summary of the Company’s stock option activity andrelated information for its option plans for the three and six months ended June 30, 2023 and 2022 is as follows:


	Three Months Ended June 30, 2023
			Weighted Average
			Exercise Price Per
	Options		Share
Outstanding at beginning of quarter	132,977	$	11.61
Grants	—		—
Exercised	—		—
Outstanding at quarter end	132,977	$	11.61

Exercisable at quarter end	26,595	$	11.61

	Three Months Ended June 30, 2022
			Weighted Average
			Exercise Price Per
	Options		Share
Outstanding at beginning of year	—	$	—
Grants	132,977		11.61
Exercised	—		—
Outstanding at quarter end	132,977	$	11.61

Exercisable at quarter end	—	$	—


	Six Months Ended June 30, 2023
			Weighted Average
			Exercise Price Per
	Options		Share
Outstanding at beginning of quarter	132,977	$	11.61
Grants	—		—
Exercised	—		—
Outstanding at quarter end	132,977	$	11.61

Exercisable at quarter end	26,595	$	11.61

	Six Months Ended June 30, 2022
			Weighted Average
			Exercise Price Per
	Options		Share
Outstanding at beginning of year	—	$	—
Grants	132,977		11.61
Exercised	—		—
Outstanding at quarter end	132,977	$	11.61

Exercisable at quarter end	—	$	—

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The grants to senior management and directors vest over a five-year period in equal annual installments, with the first installment vesting on the first anniversary date of the grant and succeeding installments on each anniversary thereafter, through 2027.

The compensation expense of the awards is based on the fair value of the instruments on the date of grant. The Company recorded compensation expense in the amount of $23,000 and $45,000 for the three and six months ended June 30, 2023. The Company recorded compensation expense in the amount of $11,000 for the three and six months ended June 30, 2022.

An aggregate of 53,191 shares of restricted stock were granted to directors and senior management during the year ended December 31, 2022. These shares of restricted stock vest in the same manner as the stock options described above. The Company recorded compensation expense in the amount of $31,000 and $62,000 for the three and six months ended June 30, 2023. The Company recorded compensation expense in the amount of $12,000 for the three and six months ended June 30, 2022.

9.Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain ~~off-balance-sheet~~off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain amounts and ratios (set forth in the table below) of total core and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to total adjusted assets (as defined).

Under applicable regulation, the Bank must hold a 2.50% capital conservation buffer above the adequately capitalized risk-based capital ratios. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory capital. Management believes as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Bank meets all capital adequacy requirements to which it is subject.

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Bank’s actual capital amounts and ratios are as follows:


									Minimum												Minimum
									To Be "Well-												To Be "Well-
					Minimum				Capitalized"								Minimum				Capitalized"
					For Capital				Under Prompt								For Capital				Under Prompt
	Actual				Adequacy Purposes				Corrective Provisions				Actual				Adequacy Purposes				Corrective Provisions
(in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
As of September 30, 2022
As of June 30, 2023:
Common Equity Tier 1 Capital	$	41,078	14.25	%	$	12,970	4.50	%	$	18,734	6.50	%	$	40,541	13.51	%	$	13,506	4.50	%	$	19,509	6.50	%
Total Capital (to Risk-Weighted Assets)	$	43,404	15.06	%	$	23,058	8.00	%	$	28,822	10.00	%	$	43,312	14.43	%	$	24,011	8.00	%	$	30,014	10.00	%
Tier 1 Capital (to Risk-Weighted Assets)	$	41,078	14.25	%	$	17,293	6.00	%	$	23,058	8.00	%	$	40,541	13.51	%	$	18,008	6.00	%	$	24,011	8.00	%
Tier 1 Capital (to Total Adjusted Assets)	$	41,078	11.21	%	$	14,652	4.00	%	$	18,315	5.00	%	$	40,541	10.38	%	$	15,618	4.00	%	$	19,523	5.00	%
As of December 31, 2021:
As of December 31, 2022:
Common Equity Tier 1 Capital	$	41,287	14.82	%	$	12,534	4.50	%	$	18,104	6.50	%	$	41,127	13.87	%	$	13,347	4.50	%	$	19,278	6.50	%
Total Capital (to Risk-Weighted Assets)	$	43,128	15.48	%	$	22,282	8.00	%	$	27,853	10.00	%	$	43,624	14.71	%	$	23,727	8.00	%	$	29,659	10.00	%
Tier 1 Capital (to Risk-Weighted Assets)	$	41,287	14.82	%	$	16,712	6.00	%	$	22,282	8.00	%	$	41,127	13.87	%	$	17,795	6.00	%	$	23,727	8.00	%
Tier 1 Capital (to Total Adjusted Assets)	$	41,287	10.99	%	$	15,034	4.00	%	$	18,792	5.00	%	$	41,127	10.98	%	$	14,989	4.00	%	$	18,736	5.00	%

The Company’s goal is to maintain a strong capital position, consistent with the risk profile of its subsidiary bank that supports growth and expansion activities while at the same time exceeding regulatory standards. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, Generations Bank exceeded all regulatory required minimum capital ratios and met the regulatory definition of a “well-capitalized” institution, i.e. Tier 1 Capital (to Total Adjusted Asset) exceeding 5.00%, a common equity Tier 1 capital ratio exceeding 6.50%, a Tier 1 risk-based capital ratio exceeding 8.00%, and a total risk-based capital ratio exceeding 10.00%.

By letter dated September 10, 2020, based on its supervisory profile, the Office of the Comptroller of the Currency (“OCC”) established higher individual minimum capital ratios for Generations Bank. Specifically, effective September 10, 2020, Generations Bank is required to maintain a leverage ratio of 8.00% and a total capital ratio of 12.00%. The individual minimum capital ratios will remain in effect until terminated, modified, or suspended in writing by the OCC.

~~Table of Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

10.Commitments and Contingencies

Credit Commitments

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business in order to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit, interest rate, or liquidity risk in excess of the amount recognized in the consolidated statements of financial condition. The Bank’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amounts of those instruments. The Bank has experienced minimal credit losses to date on its financial instruments with off-balance sheet risk and management does not anticipate any significant losses on its commitments to extend credit outstanding at ~~September~~June 30, ~~2022.~~2023.

Financial instruments whose contract amounts represent credit risk consist of the following:


	At September 30,		At December 31,		At June 30,		At December 31,
(In thousands)	2022		2021		2023		2022

Commitments to grant loans	$	8,498	$	3,524	$	2,126	$	6,400
Unfunded commitments under lines of credit		16,124		15,568		13,999		14,789

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitment amounts are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the counter party. Collateral held varies but may include residential real estate and income-producing commercial properties. Loan commitments, including unused lines of credit and standby letters of credit, outstanding at ~~September~~June 30, ~~2022~~2023 with fixed interest rates amounted to approximately ~~$11.7~~$6.4 million. Loan commitments, including unused lines of credit and standby letters of credit, outstanding at ~~September~~June 30, ~~2022~~2023 with variable interest rates amounted to approximately ~~$12.9~~$9.7 million. Loan commitments, including unused lines of credit and standby letters of credit, outstanding at December 31, ~~2021~~2022 with fixed interest rates amounted to approximately ~~$3.8~~$9.6 million. Loan commitments, including unused lines of credit and standby letters of credit, outstanding at December 31, ~~2021~~2022 with variable interest rates amounted to approximately ~~$15.3~~$11.6 million.

Unfunded commitments under revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed.

Letters of credit written are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued have expiration dates. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Company generally holds collateral and/or personal guarantees supporting these commitments. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be sufficient to cover the potential amount of future payments required under the corresponding guarantees.

~~Table~~The Company maintains a separate reserve for credit losses on off-balance sheet credit exposures, including unfunded loan commitments, which is included in other liabilities on the consolidated balance sheet. The reserve for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit losses in the income statement. The estimate includes consideration of ~~Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes~~the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to ~~Condensed Consolidated Financial Statements~~be funded over its estimated life, utilizing the same models and approaches for the Company’s other loan portfolio segments described above, as these unfunded commitments share similar risk characteristics as its loan portfolio segments. The Company has identified the unfunded portion of certain lines of credit as unconditionally cancellable credit exposures, meaning the Company can cancel the unfunded commitment at any time. No credit loss estimate is reported for off-balance sheet credit exposures that are unconditionally cancellable by the Company or for undrawn amounts under such arrangements that may be drawn prior to the cancellation of the arrangement. On January 1, 2023, the Company did not record an adjustment for unfunded commitments for the adoption of ASC Topic 326. For the three and six months ended June 30, 2023, the Company recorded a provision for credit losses for unfunded commitments of $0. At June 30, 2023, the liability for credit losses on off-balance sheet credit exposures included in other liabilities was $0.

~~(Unaudited)~~

Commitments to Originate and Sell One- to four-family Residential Mortgages

The Bank has sold and funded $68.6 million of loans to the Federal Home Loan Bank of New York as part of its mortgage partnership finance program (“MPF Program”), inclusive of USDA loans, to date. The principal outstanding balance on loans sold under the MPF Program is ~~$8.9~~$7.7 million at ~~September~~June 30, ~~2022.~~2023. The Bank continues to service loans sold under the MPF Program.

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Under the terms of the MPF Program, there is limited recourse to the Bank for loans that do not perform in accordance with the terms of the loan agreement. Each loan that is sold under the program is “credit enhanced” such that the individual loan’s rating is raised to “AA,” as determined by the Federal Home Loan Bank of New York. The sum of each individual loan’s credit enhancement represents the total recourse back to the Bank. The total recourse back to the Bank for loans sold was $707,000 at ~~September~~June 30, ~~2022.~~2023. A portion of the recourse is offset by a “first loss account” to which funds are allocated by the Federal Home Loan Bank of New York annually in January. The balance of the “first loss account” allocated to the Bank was ~~$91,000~~$93,000 at ~~September~~June 30, ~~2022.~~2023. In addition, many of the loans sold under the MPF Program have primary mortgage insurance, which reduces the Bank’s overall exposure. ~~The potential liability for the recourse is considered when the Bank determines its allowance for loan losses.~~

~~Lease Commitments~~

As part of the Medina Savings and Loan Association merger, the Bank took on the assignment of a non-cancelable operating lease with Wal-Mart East for the space occupied by the Albion retail office. This lease expired on May 31, 2021 and was not renewed and the office was closed on May 7, 2021. Lease expense, since the merger, is included in occupancy expense and was $0 and $19,000 for the nine-month periods ended September 30, 2022 and 2021, respectively, and $19,000 for the year ending December 31, 2021.

~~There are no future minimum lease commitments at September 30, 2022.~~

11.Revenue from Contracts with Customers

The majority of the Company’s revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as loans and investment securities, which are presented in our consolidated statements of operations as components of net interest income. All of the Company’s revenue from contracts with customers in the scope of Topic 606 is recognized within non-interest income.

The following table presents revenues subject to Topic 606:



	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2022		2021		2022		2021		2023		2022		2023		2022


Service charges on deposit accounts	$	162	$	149	$	470	$	415	$	141	$	158	$	275	$	308
Debit card interchange and surcharge income		186		208		568		651		188		194		371		382
Insurance commissions		77		172		375		547		24		101		153		298
Net gain on sale of Generations Agency										312		—		312		—
Loan servicing fees		34		40		141		99		29		72		74		107
	$	459	$	569	$	1,554	$	1,712	$	694	$	525	$	1,185	$	1,095

~~Table of Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Service charges on deposit accounts: The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as stop payment charges, wire transfers, and official check charges, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance and inactivity fees, which relate primarily to monthly maintenance and servicing, are recognized at the end of the month in which maintenance occurs. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposit accounts are withdrawn from the customer’s account balance.

Debit card interchange and surcharge income: The Company earns interchange income from debit cardholder transactions conducted through the MasterCard International Inc. payment network. Additionally, ATM surcharges are also assessed on foreign (non-customer) users who use the Company’s ATM network of machines. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and foreign surcharges are a fixed fee per transaction. Both are recognized daily, concurrently with the transaction processing services provided to the cardholder.

Insurance commissions: Regular commissions are earned upon the effective date of bound insurance coverage. They are paid by the insurance carrier and recorded by the Company through a monthly remittance which are subject to the Management Agreement with the Northwoods Corporation (“Northwoods”) which became effective on April 1, 2022. Contingent commissions are based on a contract but are dependent, not only on the level of policies bound with the carrier, but also on loss claim levels experienced through the last day of the year, volume growth, or shrinkage. The Agency’s business is not considered to be significant to the carriers, and many of our insurance carriers are combined under an umbrella with other independent agents, making the contingent commission earned dependent on a

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

calculation that includes the experience of others. As such, the level of contingent commissions is not readily determinable until it is paid, but does not have a significant impact on the Company’s financial results. The Agency’s book of business was purchased by Northwoods on June 1, 2023.

Gain on sale of Generations Agency’s book of business: Pursuant to the sale of Generations Agency’s book of business to Northwoods on June 1, 2023, a net gain of $312,000 was recognized. Although the Company financed the transaction there are no performance obligations owed to Northwoods.

Loan servicing fees: The majority of income derived from loans is excluded from the scope of the amended guidance on accounting for revenue from contracts with customers. However, servicing fee revenue is generated in the form of late charges on customer loans. Late fees are transaction-based and are recognized at the point in time that the customer has exceeded the loan payment grace-period and the Company has earned the fee based on loan note. Fees are assessed as a percentage of the past-due loan payment amount.

12.Fair Value Disclosures

Management uses its best judgment in estimating the fair value of the Company’s financial assets and liabilities; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial assets and liabilities, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sale transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective reporting dates and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial assets and liabilities subsequent to the respective reporting dates may be different from the amounts reported at each reporting date.

The Company uses fair value measurements to record fair value adjustments to certain financial assets and liabilities and to determine fair value disclosures. The fair value of a financial asset or liability is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in some instances, there may be no quoted market prices for the Company’s various financial assets and liabilities. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the financial asset or liability.

~~Table of Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Fair value measurement guidance established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).

An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. There have been no changes in valuation techniques during the periods ended ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparison between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s assets and liabilities at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

Cash and due from banks: The carrying amounts of cash and due from banks approximate fair values.

Interest-earning deposits: The carrying amounts of interest-earning term deposits held in banks approximate fair values.

Investment securities: The fair values of trading, available-for-sale, held-to-maturity, and equity securities are obtained from an independent third party and are based on quoted prices on a nationally recognized exchange (Level 1), where available. At this time, only the equity securities qualify as a Level 1 valuation. If quoted prices are not available, fair values are measured by utilizing matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2). Management made no adjustment to the fair value quotes that were received from the independent third party pricing service.

Sensitivity of significant unobservable inputs: The following is a description of the sensitivity of significant unobservable inputs, the interrelationships between those inputs and other unobservable inputs used in recurring fair value measurement and how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement.

Municipal bonds: The significant unobservable inputs used in the fair value measurement of the Company’s municipal bonds are premiums for unrated securities and marketability discounts. Significant increases (decreases) in either of those inputs in isolation would result in a significantly lower (higher) fair value measurement. In general, changes in either of those inputs will not affect the other input. The Company receives scheduled principal and interest payments from the municipalities based on the terms of the bonds. Management receives valuations on these investments on a quarterly basis from an outside party. As such, the carrying value is deemed to approximate fair value (Level 3).

Federal Home Loan Bank (“FHLB”) stock: The carrying value of FHLB stock approximates fair value based on the redemption provisions of the FHLB, resulting in a Level 2 classification. There have been no identified events or changes in circumstances that may have a significant adverse effect on the FHLB stock.

~~Table of Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Loans receivable: The fair values of loans, excluding impaired loans, are estimated using discounted cash flow analyses, using market rates at the statement of financial condition date that reflect the credit and interest rate risk inherent in the loans, resulting in a Level 3 classification. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Future cash flows are then discounted using the Bank’s weighted average rate on new loans and thus the resulting fair value represents exit pricing. Generally, for variable rate loans that reprice frequently and with no significant changes in credit risk, fair values are based on carrying values.

~~Impaired~~Collateral-dependent and impaired loans: Impaired loans are those loans in which the Company has measured impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties or discounted cash flows based upon expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value consists of loan balances less their valuation allowances.

Deposits: The fair values disclosed for demand deposits (e.g., interest and non-interest checking) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts), and are therefore classified

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

as Level 1. Savings and money market account fair values are based on estimated decay rates and current costs. Fair values for fixed rate certificates of deposit, including brokered deposits, are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits. Due to the inputs necessary to calculate the fair value, savings and time deposits are considered Level 3 valuations that estimate exit pricing.

Accrued interest: The carrying amounts of accrued interest receivable and payable approximate fair value, and due to the short-term (30 days or less) nature of the balances, are considered Level 1.

~~Long-term borrowings~~Borrowings: Fair values of FHLB advances are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity, resulting in a Level 2 classification. These prices obtained from this active market represent a fair value that is deemed to represent the transfer price if the liability were assumed by a third party.

The following table presents a comparison of the carrying amount and estimated fair value of the Company’s financial instruments:


	At September 30, 2022										At June 30, 2023
	Carrying								Fair		Carrying								Fair
(In thousands)	Amount		Level 1		Level 2		Level 3		Value		Amount		Level 1		Level 2		Level 3		Value
Financial assets:
Cash and cash equivalents	$	7,398	$	7,398	$	—	$	—	$	7,398	$	5,269	$	5,269	$	—	$	—	$	5,269
Interest-bearing time deposits in banks		650		—		650		—		650
Interest-earning time deposits in banks												2,260		2,260		—		—		2,260
Securities available-for-sale		31,628		—		29,937		1,691		31,628		31,080		—		29,533		1,547		31,080
Securities held-to-maturity		971		—		945		—		945		1,516		—		1,258		—		1,258
Equity securities		283		283		—		—		283		341		341		—		—		341
Loans receivable, net		291,651		—		—		284,220		284,220		315,464		—		—		288,716		288,716
FHLB stock		1,646		—		1,646		—		1,646		1,439		—		1,439		—		1,439
Accrued interest receivable		1,216		1,216		—		—		1,216		1,331		1,331		—		—		1,331

Financial liabilities:
Deposits	$	308,308	$	96,818	$	—	$	203,730	$	300,548	$	332,647	$	84,853	$	—	$	237,098	$	321,951
Short-term borrowings												9,244		—		9,289		—		9,289
Long-term borrowings		10,496		—		14,953		—		14,953		10,445		—		10,403		—		10,403
Accrued interest payable		55		55		—		—		55		326		326		—		—		326

4045

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	At December 31, 2021										At December 31, 2022
	Carrying								Fair		Carrying								Fair
(In thousands)	Amount		Level 1		Level 2		Level 3		Value		Amount		Level 1		Level 2		Level 3		Value
Financial assets:
Cash and cash equivalents	$	20,997	$	20,997	$	—	$	—	$	20,997	$	8,004	$	8,004	$	—	$	—	$	8,004
Interest-bearing time deposits in banks		650		—		650		—		650
Securities available-for-sale		36,975		—		33,965		3,010		36,975		33,050		—		31,335		1,715		33,050
Securities held-to-maturity		1,128		—		1,150		—		1,150		1,587		—		1,301		—		1,301
Equity securities		350		350		—		—		350		307		307		—		—		307
Loans receivable, net		278,120		—		—		281,502		281,502		303,880		—		—		294,897		294,897
FHLB stock		1,450		—		1,450		—		1,450		1,740		—		1,740		—		1,740
Accrued interest receivable		1,249		1,249		—		—		1,249		1,304		1,304		—		—		1,304

Financial liabilities:
Deposits	$	312,049	$	94,709	$	—	$	219,261	$	313,970	$	317,678	$	92,745	$	—	$	211,598	$	304,343
Short-term borrowings												16,200		—		16,311		—		16,311
Long-term borrowings		17,760		—		21,985		—		21,985		10,334		—		15,081		—		15,081
Accrued interest payable		35		35		—		—		35		162		162		—		—		162

The following tables summarize assets measured at fair value on a recurring basis, segregated by the level of valuation inputs within the hierarchy utilized to measure fair value:


	At September 30, 2022								At June 30, 2023
							Total Fair								Total Fair
(In thousands)	Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value
Securities available-for-sale:
Debt investment securities:
Residential mortgage-backed - US agency and GSEs	$	—	$	26	$	—	$	26	$	—	$	22	$	—	$	22
Corporate bonds		—		17,645		—		17,645		—		16,535		—		16,535
Municipal bonds		—		12,266		1,691		13,957		—		12,976		1,547		14,523
Equity investment securities:
Large cap equity mutual fund		35		—		—		35		42		—		—		42
Other mutual funds		248		—		—		248		299		—		—		299
Total investment securities	$	283	$	29,937	$	1,691	$	31,911	$	341	$	29,533	$	1,547	$	31,421


	At December 31, 2021								At December 31, 2022
							Total Fair								Total Fair
(In thousands)	Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value
Securities available-for-sale:
Debt investment securities:
Residential mortgage-backed - US agency and GSEs	$	—	$	33	$	—	$	33	$	—	$	24	$	—	$	24
Corporate bonds		—		18,043		—		18,043		—		18,194		—		18,194
Municipal bonds		—		15,889		3,010		18,899		—		13,117		1,715		14,832
Equity investment securities:
Large cap equity mutual fund		45		—		—		45		37		—		—		37
Other mutual funds		305		—		—		305		270		—		—		270
Total investment securities	$	350	$	33,965	$	3,010	$	37,325	$	307	$	31,335	$	1,715	$	33,357

4146

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The changes in Level 3 assets measured at estimated fair value on a recurring basis during the periods noted:


	Investment		Investment
(In thousands)	Securities		Securities

Balance - December 31, 2021	$	3,010
Total losses realized/unrealized:
Included in other comprehensive loss		(207)
Purchases		85
Balance - December 31, 2022			$	1,715
Total gains realized/unrealized:
Included in other comprehensive income				130
Principal payments/maturities		(1,197)		(298)
Balance - September 30, 2022	$	1,691
Balance - March 31, 2023			$	1,547


	Investment		Investment
(In thousands)	Securities		Securities
Balance - December 31, 2020	$	3,174
Balance - December 31, 2021			$	3,010
Total gains realized/unrealized:
Included in other comprehensive income		170		(236)
Purchases		826		85
Principal payments/maturities		(1,141)		(1,007)
Balance - September 30, 2021	$	3,029
Balance - June 30, 2022			$	1,852

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

The following tables summarize assets measured at fair value on a nonrecurring basis segregated by the level of valuation inputs within the hierarchy utilized to measure fair value:


	At September 30, 2022								At June 30, 2023
							Total Fair								Total Fair
(In thousands)	Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value
Impaired loans	$	—	$	—	$	—	$	—
Collateral-dependent loans									$	—	$	—	$	231	$	231
Foreclosed real estate & repossessed assets		—		—		69		69		—		—		271		271


	At December 31, 2021								At December 31, 2022
							Total Fair								Total Fair
(In thousands)	Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value
Impaired loans	$	—	$	—	$	260	$	260	$	—	$	—	$	—	$	—
Foreclosed real estate & repossessed assets		—		—		27		27		—		—		12		12

There have been no transfers of assets in or out of any fair value measurement level.

4247

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table presents additional quantitative information about assets measured at fair value on a recurring basis and for which Level 3 inputs were used to determine fair value:


	Quantitative Information about Level 3 Fair Value Measurements
	Valuation	Unobservable	Range
	Techniques	Input	(Weighted Avg.)
Investment type-
Other Investments	Scheduled principal	Cost to Sell	0%
	and interest payments
	Carrying value		100%

The following table presents quantitative information about Level 3 fair value measurements for assets measured at fair value on a nonrecurring basis at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:


	Quantitative Information about Level 3 Fair Value Measurements
	Valuation	Unobservable	Range
	Techniques	Input	(Weighted Avg.)
~~Impaired~~Collateral-dependent and impaired loans -	Appraisal of collateral	Appraisal Adjustments	5% - 35% (20)%
One-to four-family residential		Costs to Sell	5% - 15% (10)%

~~Impaired~~Collateral-dependent and impaired loans -	Appraisal of collateral	Appraisal Adjustments	5% - 35% (25)%
Commercial business		Changes in property condition	10% - 20% (15)%
		Costs to Sell	5% - 15% (10)%

Foreclosed real estate and repossessed assets	Appraisal of collateral	Appraisal Adjustments	5% - 35% (25)%
		Changes in property condition	10% - 20% (15)%
		Costs to Sell	5% - 15% (10)%

~~Impaired~~Collateral-dependent loans: ~~At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired~~Collateral-dependent loans carried at fair value ~~generally~~have been partially charged-off or receive a specific ~~valuation~~allocations of the allowance for credit losses. The Company evaluates and values collateral-dependent impaired loans at the time the loan ~~losses. For~~is identified as impaired, and the fair values of such loans are estimated using Level 3 inputs in the fair value hierarchy. Each loan’s collateral ~~dependent loans,~~value has a unique appraisal and management’s discount of the value is based on the factors unique to each impaired loan. The significant unobservable input in determining the fair value is ~~commonly based~~management’s subjective discount on ~~recent real estate appraisals.~~appraisals of the collateral securing the loan. In addition, a discount is typically applied to account for estimated costs to sell. These real estate appraisals may include up to three approaches to value: the sales comparison approach, the income approach (for income-producing property) and the cost approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available, if applicable. Although the fair value of the property normally will be based on an appraisal, the valuation should be consistent with the price that a market participant will pay to purchase the property at the measurement date. Circumstances may exist that indicate that the appraised value is not an accurate measurement of the property’s current fair value. Examples of such circumstances include changed economic conditions since the last appraisal, stale appraisals, or imprecision and subjectivity in the appraisal process. Appraisal adjustments may be made by management to reflect these conditions resulting in a discount of the appraised value. In addition, a discount is typically applied to account for estimated costs to sell. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuations, and management’s expertise and knowledge of the client and client’s business. ~~The methods used to determine the fair values of impaired loans typically result in a Level 3 fair value classification.~~ Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Foreclosed real estate & repossessed assets: Assets acquired through foreclosure, transfers in lieu of foreclosure or repossession are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Similar to the impaired

~~Table of Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

loan disclosures above, fair value is commonly based on recent real estate appraisals, or estimated value from auction house or qualified dealer, and adjusted as deemed necessary by independent appraisers and management and estimated costs to sell resulting in a level 3 fair value classification. Foreclosed and repossessed assets are evaluated on a monthly basis to determine whether an additional reduction in the fair value less estimated costs to sell should be recorded.

13.Segment Information

The Company has three primary business segments, its community banking franchise, its insurance agency, and a limited-purpose commercial bank.

The community banking segment provides financial services to consumers and businesses principally in the Finger Lakes Region and Orleans County of New York State. These services include providing various types of loans to customers, accepting deposits, mortgage banking, and other traditional banking services. Parent company and treasury function income is included in the community-banking segment, as the majority of effort for these functions is related to this segment. Major revenue sources include net interest income and service fees on deposit accounts. Expenses include personnel and branch-network support charges.

The insurance agency segment offers insurance coverage to businesses and individuals in the Finger Lakes Region. The insurance activities consist of those conducted through the Bank’s wholly owned subsidiary, Generations Agency. The primary revenue source is commissions. Pursuant to a Management Agreement, which became effective on April 1, 2022, personnel and office support charges were assumed by Northwoods. The Agency’s book of business was purchased by Northwoods on June 1, 2023.

The municipal banking segment is a New York State chartered limited-purpose commercial bank formed expressly to enable local municipalities, primarily within the Finger Lakes Region and Northwest New York State, to deposit public funds with the Commercial Bank in accordance with existing NYS municipal law. The Commercial Bank is a wholly owned subsidiary of the Bank. The major revenue source is net interest income. Expenses include rent and support charges for using the assets and technology of the Bank.

~~Information about the segments is presented in the following tables as of and for the periods as noted:~~

Three Months Ended September 30,

2022

2021

Community

Municipal

Community

Municipal

Banking

Insurance

Banking

Banking

Insurance

Banking

(In thousands)

Activities

Activities

Activities

Total

Activities

Activities

Activities

Total
Net interest income

$
2,865

$
—

$
66

$
2,931

$
3,074

$
—

$
61

$
3,135
Provision for loan losses

181

—

—

181

135

—

—

135
Net interest income after provision for loan losses

2,684

—

66

2,750

2,939

—

61

3,000
Total noninterest income

414

76

—

490

500

171

—

671
Compensation and benefits

(1,245)

—

—

(1,245)

(1,251)

(90)

—

(1,341)
Other noninterest expense

(1,606)

(2)

(21)

(1,629)

(2,048)

(44)

(32)

(2,124)
Income before income tax expense

247

74

45

366

140

37

29

206
Income tax expense

58

—

8

66

28

—

5

33
Net income

$
189

$
74

$
37

$
300

$
112

$
37

$
24

$
173

4449

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Nine Months Ended September 30,

2022

2021

Community

Municipal

Community

Municipal

Banking

Insurance

Banking

Banking

Insurance

Banking

(In thousands)

Activities

Activities

Activities

Total

Activities

Activities

Activities

Total

Net interest income

$
8,457

$
—

$
191

$
8,648

$
8,719

$
—

$
188

$
8,907

Provision for loan losses

481

—

—

481

405

—

—

405

Net interest income after provision for loan losses

7,976

—

191

8,167

8,314

—

188

8,502

Total noninterest income

1,304

369

—

1,673

1,448

555

—

2,003

Compensation and benefits

(3,538)

(105)

—

(3,643)

(3,661)

(281)

—

(3,942)

Other noninterest expense

(4,852)

(35)

(61)

(4,948)

(5,273)

(110)

(94)

(5,477)

Income before income tax expense (benefit)

890

229

130

1,249

828

164

94

1,086

Income tax expense (benefit)

186

—

22

208

173

—

18

191

Net income

$
704

$
229

$
108

$
1,041

$
655

$
164

$
76

$
895

Information about the segments is presented in the following tables as of and for the periods as noted:


	Three Months Ended June 30,
	2023								2022
	Community				Municipal				Community				Municipal
	Banking		Insurance		Banking				Banking		Insurance		Banking
(In thousands)	Activities		Activities		Activities		Total		Activities		Activities		Activities		Total
Net interest income	$	2,220	$	—	$	19	$	2,239	$	2,757	$	—	$	65	$	2,822
Provision for loan losses		165		—		—		165		150		—		—		150
Net interest income after provision for loan losses		2,055		—		19		2,074		2,607		—		65		2,672
Total noninterest income		766		22		—		788		469		98		—		567
Compensation and benefits		(1,338)		—		—		(1,338)		(1,144)		(19)		—		(1,163)
Other noninterest expense		(1,714)		(1)		(21)		(1,736)		(1,642)		(3)		(19)		(1,664)
(Loss) Income before income tax (benefit) expense		(231)		21		(2)		(212)		290		76		46		412
Income tax (benefit) expense		(46)		—		—		(46)		60		—		7		67
Net (loss) income	$	(185)	$	21	$	(2)	$	(166)	$	230	$	76	$	39	$	345


	Six Months Ended June 30,
	2023								2022
	Community				Municipal				Community				Municipal
	Banking		Insurance		Banking				Banking		Insurance		Banking
(In thousands)	Activities		Activities		Activities		Total		Activities		Activities		Activities		Total
Net interest income	$	4,685	$	—	$	78	$	4,763	$	5,592	$	—	$	125	$	5,717
Provision for loan losses		330		—		—		330		300		—		—		300
Net interest income after provision for loan losses		4,355		—		78		4,433		5,292		—		125		5,417
Total noninterest income		1,215		149		—		1,364		890		293		—		1,183
Compensation and benefits		(2,746)		—		—		(2,746)		(2,293)		(105)		—		(2,398)
Other noninterest expense		(3,413)		(1)		(41)		(3,455)		(3,246)		(33)		(40)		(3,319)
(Loss) Income before income tax (benefit) expense		(589)		148		37		(404)		643		155		85		883
Income tax (benefit) expense		(94)		—		8		(86)		128		—		14		142
Net (loss) income	$	(495)	$	148	$	29	$	(318)	$	515	$	155	$	71	$	741

Table of Contents

Generations Bancorp NY, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following represents a reconciliation of the Company’s reported segment assets:



	At September 30,		At December 31,		At June 30,		At December 31,
(In thousands)	2022		2021		2023		2022

Total assets for reportable segments	$	389,785	$	395,225	$	411,373	$	402,776
Elimination of intercompany balances		(16,173)		(16,276)		(16,431)		(16,483)
Consolidated total assets	$	373,612	$	378,949	$	394,942	$	386,293

The accounting policies of each segment are the same as those described in the summary of significant accounting policies.

14. Recently Issued Accounting Pronouncements

~~ASU No. 2016-13~~

~~In September 2016, the~~The FASB issued ASU ~~No. 2016-13, “Measurement of Credit Losses on Financial Instruments.” This~~2023-03, which amends or supersedes various SEC paragraphs within the Codification to conform to past SEC announcements and guidance issued by the SEC. The ASU ~~significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.~~

In issuing the standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. This includes, but is not limited to, loans, leases, held-to-maturity securities, loan commitments, and financial guarantees.

~~The CECL model~~ does not ~~apply~~provide any new guidance so there is no transition or effective date associated with it and it was not expected to available-for-sale (“AFS”) debt securities. For AFS debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a result, entities will

~~Table of Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

~~recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today.~~

The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination.

ASU No. 2016-13 is effective for public business entities that are U.S. Securities and Exchange Commission (“SEC”) filers for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For SEC filers that are Smaller Reporting Companies, such as the Company, all other public business entities, and other non-public entities, the amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach). The Company is currently evaluating thehave any significant impact ~~of these amendments to~~on the Company’s consolidated financial ~~position~~statements for the three and ~~results of operations and will hire a vendor~~six months ended June 30, 2023, or subsequent to ~~assist with expected credit loss projections.~~ these consolidated financial statements.

15. Goodwill

The Allowance for Loan Losses (“ALL”) estimate is material to the Company and given the change from an incurred loss model to a methodology that considers the credit loss over the life of the loan, there is the potential for an increase in the ALL at adoption date. The Company is anticipating a significant change in the ~~processes and procedures to calculate the ALL, including changes in assumptions and estimates to consider expected credit losses over the life~~carrying amount of ~~the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current accounting policy and procedures~~goodwill for the ~~other-than-temporary impairment on available-for-sale securities will be replaced with an allowance approach. The Company continues to collect and retain historical loan and credit data. The Company~~six months ended June 30, 2023 is in the process of identifying data gaps. The Board of Directors is informed of ongoing CECL developments. For additional information on the allowance for loan losses, see Notes 5 and 6 to these condensed consolidated financial statements.

~~ASU No. 2022-02~~

In March 2022, the FASB issued ASU No. 2022-02, amendments related to Troubled Debt Restructurings (TDRs) for all entities after they adopt 2016-13 and amendments related to vintage disclosures that affect public business entities with investments in financing receivables, under Financial Instruments-Credit Losses (Topic 326). The amendments in the accounting guidance for TDRs by credits eliminates the recognition and measurement guidance for TDRs in Subtopic 310-40. The effective dates for the amendments in this Update are the same as the effective dates in Update 2016-13. The amendments in this update should be applied prospectively, except for the transition method related to the recognition and measurement of TDRs, an entity as the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption.

~~ASU No. 2022-03~~

In June 2022, the FASB issued ASU No. 2022-03, to update guidance intended to increase the comparability of financial information across reporting entities that have investments in equity securities measured at fair value that are subject to contractual restrictions preventing the sale of those securities. The updated guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, as a result, should not be considered in measuring fair value. In addition, new disclosures are required about the nature of the restrictions and their remaining duration. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2023, with early adoption permitted. The Company does not expect the adoption of this guidance to impact its condensed consolidated financial statements.

~~Table of Contents~~

~~Generations Bancorp NY, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~follows:

~~(Unaudited)~~


	Generations
(In thousands)	Agency, Inc
Balance as of December 31, 2022
Goodwill	$	792
		792
Goodwill written off related to sale of business unit		(792)
Balance as of June 30, 2023	$	—

~~15.~~16. Subsequent Events

The Company has evaluated subsequent events through ~~November 4, 2022,~~August 3, 2023, which is the date the consolidated financial statements were issued.

4751

Table of Contents

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

General

Management’s discussion and analysis of the financial condition and results of operations at and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto, appearing on Part I, Item 1 of this quarterly report on Form 10-Q.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” 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 asset 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.

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:

●

~~conditions relating to the Covid-19 pandemic, including the severity and duration of the associated economic slowdown either nationally or in our market area, that are worse than expected;~~

●

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

●

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

●

government-imposed limitations on our ability to foreclose on or repossess collateral for our loans;

●

government-mandated forbearance programs;

●

the success of our consumer loan portfolio, much of which is purchased from third-party originators, and is secured by collateral outside of our market area, including in particular, automobile, recreational vehicle and manufactured home loans,

●

our ability to access cost-effective funding, including by increasing core deposits and reducing reliance on wholesale funds;

●

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

~~Table of Contents~~

●

demand for loans and deposits in our market area;

Table of Contents

●

our ability to implement and change our business strategies;

●

the performance and availability of purchased loans;

●

competition among depository and other financial institutions;

●

inflation and changes in the interest rate environment that reduce our margins and yields, the fair value of financial instruments, or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make;

●

adverse changes in the securities or secondary mortgage markets;

●

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements, including as a result of Basel III;

●

the impact of the Dodd-Frank Act and the implementing regulations;

●

changes in the quality or composition of our loan or investment portfolios;

●

technological changes that may be more difficult or expensive than expected;

●

the inability of third-party providers to perform as expected, including third-party loan originators;

●

our ability to manage market risk, credit risk, and operational risk in the current economic environment;

●

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

●

our ability to successfully integrate into our operations any assets, liabilities, customers, systems, and management personnel we may acquire 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 future prospects of issuers of securities that we own.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

4953

Table of Contents

Critical Accounting Policies

There are no material changes to the critical accounting policies disclosed in the Annual Report on Form 10-K for the year ended December 31, ~~2021.~~ 2022 except as noted in Note 1 to this Form 10-Q for the adoption of the CECL accounting standard.

The information for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 are not necessarily indicative of the results to be achieved for the remainder of the year ending December 31, ~~2022~~2023 or any other period.

Emerging Growth Company Status

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as the Company is an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to other public companies. An emerging growth company may elect to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, but must make such election when the company is first required to file a registration statement. The Company has elected to use the extended transition period described above and intends to maintain its emerging growth company status as allowed under the JOBS Act.

Comparison of Financial Condition at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022

Total Assets. Total assets ~~decreased $5.3~~increased $8.6 million, or ~~1.4%~~2.2%, to ~~$373.6~~$394.9 million at ~~September~~June 30, ~~2022~~2023 from ~~$378.9~~$386.3 million at December 31, ~~2021.~~2022. The ~~decrease~~increase resulted primarily from increases in net loans of $11.6 million, interest earning time deposits in banks of $2.3 million, and pension plan assets of $724,000, partially offset by decreases in cash and cash equivalents of ~~$13.6~~$2.7 million, ~~and~~ investment securities available-for-sale of ~~$5.3 million, partially offset by increases in net loans of $13.5~~$2.0 million, and ~~pension plan assets~~goodwill of ~~$1.1 million.~~

~~Cash and Cash Equivalents.~~ Cash and cash equivalents decreased $13.6 million, or 64.8%, to $7.4 million at September 30, 2022 from $21.0 million at December 31, 2021 as a result of increased loan originations along with a decrease in total deposits and repayments of our long-term FHLB advances.

~~Investment Securities Available-for-sale.~~ Investment securities available-for-sale decreased $5.3 million, or 14.5%, to $31.6 million at September 30, 2022 from $37.0 million at December 31, 2021. The decrease in investment securities available-for-sale was primarily attributable to a $6.7 million decrease in the fair market value and bond maturities and principal repayments of $1.2 million, partially offset by the purchase of $2.8 million of bonds.$792,000.

Net Loans. Net loans increased ~~$13.5~~$11.6 million, or ~~4.9%~~3.8%, to ~~$291.7~~$315.5 million at ~~September~~June 30, ~~2022~~2023 from ~~$278.1~~$303.9 million at December 31, ~~2021.~~2022. The increase resulted from increases in one- to four-family residential real estate loans of ~~$16.2~~$11.5 million, or ~~14.3%~~8.3%, commercial business loans of $3.7 million, or 31.4%, other consumer loans of $752,000, or 10.5%, manufactured home loans of ~~$2.2 million,~~$695,000, or ~~4.6%~~1.4%, ~~other consumer loans of $2.0 million, or 36.0%,~~and home equity loans and ~~junior liens~~lines of ~~$1.5 million,~~credit of $320,000, or ~~15.8%, and automobile loans of $1.2 million, or 5.2%~~2.8%, partially offset by decreases in ~~nonresidential loans of $4.3 million, or 20.1%, commercial business loans of $2.7 million, or 21.6%, and~~ recreational vehicle loans of ~~$2.5~~$1.9 million, or ~~8.3%~~7.1%, nonresidential loans of $1.7 million, or 10.1%, automobile loans of $591,000, or 2.4%, construction loans of $387,000, or 100.0%, student loans of $109,000, or 6.1%, and multi-family loans of $10,000, or 1.2%.

Net deferred fees ~~increased $407,000,~~decreased $381,000, or ~~2.6%~~2.4%, during the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, representing primarily fees paid for purchased loans net of amortization, which is over the estimated loan lives.

Consistent with our business strategy, we intend to continue the purchase and origination of residential mortgage, automobile, and manufactured home ~~and recreational vehicle~~ loans. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we purchased ~~$22.1~~$16.3 million of residential mortgage loans, ~~$9.2~~$4.7 million of automobile loans, ~~$6.5~~and $3.7 million of manufactured home ~~loans,~~loans.

Interest Earning Time Deposits in Banks. Interest earning time deposits in banks increased to $2.3 million at June 30, 2023 from $0 at December 31, 2022. Excess cash was invested in short-term certificates of deposit at other financial institutions in order to maximize the yield on interest earning deposits.

Pension Plan Assets. Pension plan assets increased $724,000, or 6.8%, to $11.4 million at June 30, 2023 from $10.7 million at December 31, 2022. The increase resulted from estimated returns on pension assets of $792,000 and ~~$1.8 million~~employer contributions of ~~recreational vehicle loans.~~$361,000, partially offset by estimated benefits paid of $126,000 and interest costs of $302,000.

5054

Table of Contents

~~Pension Plan Assets.~~Cash and Cash Equivalents. ~~Pension plan assets increased $1.1~~Cash and cash equivalents decreased $2.7 million, or ~~9.8%~~34.2%, to ~~$12.2~~$5.3 million at ~~September~~June 30, ~~2022~~2023 from ~~$11.1~~$8.0 million at December 31, ~~2021.~~2022 as a result of increased loan originations along with repayments of FHLB advances.

Investment Securities Available-for-Sale. Investment securities available-for-sale decreased $2.0 million, or 6.0%, to $31.1 million at June 30, 2023 from $33.1 million at December 31, 2022. The ~~increase resulted from estimated returns on pension assets~~decrease in investment securities available-for-sale was primarily attributable to calls and principal repayments of ~~$1.5~~$3.1 million, ~~and employer contributions of $328,000,~~ partially offset by ~~estimated benefits paid~~purchases of ~~$349,000~~$879,000 and ~~interest costs~~a $243,000 increase in fair market value.

Goodwill. Goodwill decreased $792,000 to $0 at June 30, 2023 from $792,000 at December 31, 2022 as a result of ~~$390,000.~~the sale of Generations Agency’s book of business to Northwoods on June 1, 2023. Further detail regarding the treatment of goodwill is included in Note 15 of the interim condensed consolidated financial statements.

Deposits. Deposits ~~decreased $3.7~~increased $15.0 million, or ~~1.2%~~4.7%, to ~~$308.3~~$332.6 million at ~~September~~June 30, ~~2022~~2023 from ~~$312.0~~$317.7 million at December 31, ~~2021.~~2022. Interest-bearing accounts ~~decreased $3.9~~increased $19.1 million, or ~~1.5%~~7.2%, to ~~$250.6~~$282.1 million at ~~September~~June 30, ~~2022~~2023 from ~~$254.5~~$263.1 million at December 31, ~~2021.~~2022. The largest ~~decrease~~increase in interest-bearing deposits was in ~~savings accounts~~certificates of deposit which ~~decreased $5.7~~increased $35.6 million, or ~~5.2%~~33.6%, to ~~$104.6~~$141.4 million at ~~September~~June 30, ~~2022~~2023 from ~~$110.3~~$105.8 million at December 31, ~~2021. Certificates~~2022 as customers shifted funds from lower yielding core deposit accounts into higher yielding certificate of deposit specials. Savings accounts decreased ~~$1.2~~$7.2 million, or ~~1.6%~~7.7%, to ~~$74.5~~$85.5 million at ~~September~~June 30, ~~2022~~2023 from ~~$75.7~~$92.6 million at December 31, ~~2021 due to an increase in non-renewal of~~2022. Money market accounts ~~at maturity. Conversely, interest-bearing checking accounts increased $3.0~~decreased $5.6 million, or ~~8.0%~~21.0%, to ~~$40.1~~$20.9 million at ~~September~~June 30, ~~2022~~2023 from ~~$37.2~~$26.5 million at December 31, ~~2021. Money market~~2022. Interest-bearing checking accounts ~~increased $51,000,~~decreased $3.8 million, or ~~0.2%~~9.9%, to ~~$31.4~~$34.3 million at ~~September~~June 30, ~~2022~~2023 from ~~$31.3~~$38.1 million at December 31, ~~2021.~~2022. Noninterest-bearing deposits ~~increased $140,000,~~decreased $4.1 million, or ~~0.2%~~7.5%, to ~~$57.7~~$50.5 million at ~~September~~June 30, ~~2022~~2023 from ~~$57.5~~$54.6 million at December 31, ~~2021.~~2022.

Municipal deposits held at Generations Commercial Bank increased $1.7 million, or ~~26.3%~~21.8%, to ~~$8.0~~$9.3 million at ~~September~~June 30, ~~2022~~2023 from ~~$6.3~~$7.6 million at December 31, ~~2021.~~2022.

Federal Home Loan Bank Advances. Short-term Federal Home Loan Bank advances ~~increased~~decreased $7.0 million, or 42.9%, to ~~$13.6~~$9.2 million at ~~September~~June 30, 2023 from $16.2 million at December 31, 2022 as a result of ~~increased loan originations during the first nine months of 2022 along with a decrease in total deposits.~~repayments. Long-term Federal Home Loan Bank advances ~~decreased $7.3 million,~~increased $111,000, or ~~40.9%~~1.1%, to ~~$10.5~~$10.4 million at ~~September~~June 30, ~~2022~~2023 from ~~$17.8~~$10.3 million at December 31, ~~2021~~2022 as a result of ~~repayments.~~$3.0 million in new advances partially offset by repayments of $2.9 million.

Total Equity. Total equity decreased ~~$5.8 million,~~$402,000, or ~~13.4%~~1.1%, to ~~$37.7~~$36.9 million at ~~September~~June 30, ~~2022~~2023 from ~~$43.5~~$37.3 million at December 31, ~~2021.~~2022. The decrease was primarily due to ~~an increase~~a $427,000 decrease as a result of stock repurchases in addition to a net loss of $318,000, partially offset by a decrease in accumulated other comprehensive loss of ~~$5.3 million~~$255,000 as a result of ~~a decrease~~an increase in the fair market value of our investment securities available-for-sale ~~and a decrease of $1.6 million due to stock repurchases, offset in part by net income of $1.0 million~~ during the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023.

Comparison of Operating Results for the Three Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022

General. Net ~~income~~loss for the three months ended ~~September~~June 30, ~~2022~~2023 was ~~$300,000~~$166,000 as compared to ~~$173,000~~net income of $345,000 for the three months ended ~~September~~June 30, ~~2021, an increase~~2022, a decrease of ~~$127,000,~~$511,000, or ~~73.4%~~148.1%. The ~~increase~~decrease was due to a ~~$591,000 decrease in noninterest expense, partially offset by a $204,000~~$583,000 decrease in net interest income, a ~~$181,000 decrease~~$247,000 increase in noninterest ~~income,~~expense, and a ~~$46,000~~$15,000 increase in provision for ~~loan~~credit losses, partially offset by a $221,000 increase in noninterest income and a ~~$33,000 increase~~$113,000 decrease in income tax expense.

Interest and Dividend Income. Interest and dividend income ~~decreased $217,000,~~increased $687,000, or ~~6.2%~~21.7%, to ~~$3.3~~$3.9 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$3.5~~$3.2 million for the three months ended ~~September~~June 30, ~~2021.~~2022. This ~~decrease~~increase was primarily attributable to a ~~$238,000 decrease~~$587,000 increase in interest on loans receivable ~~partially offset by an increase in interest on interest-earning deposits of $11,000~~ and a net increase of ~~$15,000~~$89,000 in interest on investment securities. The average balance of loans ~~decreased $3.2~~increased $36.8 million, or ~~1.1%~~13.4%, to ~~$286.1~~$311.5 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$289.2~~$274.7 million for the three months ended ~~September~~June 30, ~~2021.~~2022. The average yield on loans ~~decreased 28~~increased 26 basis points to 4.21% for the 2022 period from 4.49% for the 2021 period, reflecting a decrease in higher-yielding loans in addition to an increase in amortization of deferred loan costs period over period. The average balance of investment securities decreased $3.4 million, or 9.0%, to $34.6 million4.44% for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$38.0 million~~4.18% for the three months ended ~~September~~June 30, ~~2021. The average yield on investment securities increased 44 basis points to 3.12% for the~~ 2022, ~~period from 2.68% for the 2021 period due to purchases of $23.6 million~~reflecting an increase in higher-yielding ~~corporate bonds throughout 2021.~~

~~Interest Expense.~~ Total interest expense decreased $13,000, or 3.3%, to $383,000 for the three months ended September 30, 2022 from $396,000 for the three months ended September 30, 2021. Interest expense on total interest-bearing deposits increased $4,000, or 1.3%, to $304,000 for the three months ended September 30, 2022 from $300,000 for the three months ended September 30, 2021. The increase was primarily attributable to an increase ofloans quarter over quarter as well as higher market

5155

Table of Contents

~~$314,000,~~interest rates. The average balance of investment securities decreased $3.1 million, or ~~0.3%~~8.6%, to $33.4 million for the three months ended June 30, 2023 from $36.6 million for the three months ended June 30, 2022. The average yield on investment securities increased 132 basis points to 4.05% for the 2023 period from 2.73% for the 2022 period due to rising interest rates and lower premium amortization expense during the three months ended June 30, 2023.

Interest Expense. Total interest expense increased $1.3 million, or 366.0%, to $1.6 million for the three months ended June 30, 2023 from $347,000 for the three months ended June 30, 2022. Interest expense on total interest-bearing deposits increased $1.1 million, or 403.6%, to $1.4 million for the three months ended June 30, 2023 from $279,000 for the three months ended June 30, 2022. The increase was attributable to an increase of $57.9 million, or 76.8%, in the average balance of ~~savings~~certificate of deposit accounts to ~~$110.6~~$133.4 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$110.3~~$75.5 million for the three months ended ~~September~~June 30, ~~2021,~~2022, in addition to an increase in the average cost of ~~one~~298 basis ~~point~~points to ~~0.42%~~3.61% for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~0.41%~~0.63% for the same period in ~~2021. Furthermore,~~2022. Interest expense on borrowings increased $144,000, or 211.8%, to $212,000 for the three months ended June 30, 2023 from $68,000 for the three months ended June 30, 2022, as a result of an increase in the average borrowing costs of 213 basis points to 3.96% for the three months ended June 30, 2023 from 1.83% for the three months ended June 30, 2022 due to rising interest rates. The average balance of ~~money market accounts~~borrowings increased ~~$2.4~~$6.6 million, or ~~8.0%~~44.2%, to ~~$32.1~~$21.4 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$29.7~~$14.8 million for the three months ended ~~September~~June 30, 2021. Interest expense on borrowings decreased $17,000, or 17.7%, to $79,000 for the three months ended September 30, 2022 from $96,000 for the three months ended September 30, 2021, as a result of a decrease in the average balance of borrowings of $5.4 million, or 26.4%, to $15.2 million for the three months ended September 30, 2022 from $20.6 million for the three months ended September 30, 2021. Average borrowing costs increased 22 basis points to 2.08% for the three months ended September 30, 2022 from 1.86% for the three months ended September 30, 2021 due to rising interest rates.2022.

Net Interest Income. Net interest income decreased ~~$204,000,~~$583,000, or ~~6.5%~~20.7%, to ~~$2.9~~$2.2 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$3.1~~$2.8 million for the three months ended ~~September~~June 30, ~~2021.~~2022. Our net interest rate spread decreased 13108 basis points to ~~3.51%~~2.23% for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~3.64%~~3.31% for the three months ended ~~September~~June 30, ~~2021.~~2022. Our net interest margin decreased 1385 basis points to ~~3.59%~~2.56% for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~3.72%~~3.41% for the same period in ~~2021.~~2022. Net interest rate spread and net interest margin were affected primarily by the ~~decrease~~increase in ~~yield on interest-earning assets~~the cost of our interest-bearing liabilities between the comparable ~~periods.~~periods as these liabilities repriced faster than our interest-earning assets.

Provision for ~~Loan~~Credit Losses. Based on management’s analysis of the allowance for ~~loan~~credit losses described in Note 6 of our interim consolidated financial statements “Allowance for ~~Loan~~Credit Losses,” we recorded a provision for ~~loan~~credit losses of ~~$181,000~~$165,000 for the three months ended ~~September~~June 30, ~~2022~~2023 as compared to a provision for loan losses of ~~$135,000~~$150,000 for the three months ended ~~September~~June 30, ~~2021.~~2022. The allowance for ~~loan~~credit losses was ~~$2.3~~$2.8 million, or ~~0.84%~~0.92%, of total loans at ~~September~~June 30, ~~2022~~2023 as compared to ~~$1.8~~$2.5 million, or ~~0.70%~~0.86%, of total loans at December 31, ~~2021.~~2022. The increase in provision for ~~loan~~credit losses for the ~~2022~~2023 period was primarily due to ~~increases in reserves allocated to other consumer loans as a result of~~overall growth in the portfolio in addition to recreational vehicle and student loans as a result of higher economic reserve factors applied due to the current economic outlook and resultant increases in delinquent and substandard loans.loan portfolio.

Noninterest Income. Noninterest income ~~decreased $181,000,~~increased $221,000, or ~~27.0%~~39.0%, to ~~$490,000~~$788,000 for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$671,000~~$567,000 for the three months ended ~~September~~June 30, ~~2021.~~2022. The increase was primarily due a net gain of $312,000 recognized from the sale of Generations Agency’s book of business and an increase in fair value on equity securities, partially offset by decreases in insurance commissions and banking fees and service charges. Change in fair value on equity securities increased $65,000, or 166.7%, to $26,000 for the three months ended June 30, 2023 from a loss of $39,000 for the three months ended June 30, 2022 due to an increase in the fair market value of our equity securities. Insurance commissions decreased $77,000, or 76.2%, to $24,000 for the three months ended June 30, 2023 from $101,000 for the three months ended June 30, 2022 due to the sale of Generations Agency’s book of business to Northwoods on June 1, 2023. Banking fees and service charges decreased $63,000, or 14.8%, to $364,000 for the three months ended June 30, 2023 from $427,000 for the three months ended June 30, 2022 due to fewer loan recapture fees and loan prepayment penalties as well as fewer non-sufficient funds fees for the three months ended June 30, 2023 as compared to the same period in 2022.

Table of Contents

Noninterest Expense. Noninterest expense increased $247,000, or 8.7%, to $3.1 million for the three months ended June 30, 2023 from $2.8 million for the three months ended June 30, 2022 primarily due to increases in compensation and benefits and other expenses partially offset by a decrease in service charges. Compensation and benefits increased $175,000, or 15.1%, to $2.7 million for the three months ended June 30, 2023 from $2.4 million for the three months ended June 30, 2022 as a result of a decrease in pension expense benefit as well as an increase in equity incentive plan expenses related to stock awards and stock options granted to senior management in June 2022. Other expenses increased $103,000, or 37.7%, to $376,000 for the three months ended June 30, 2023 from $273,000 for the three months ended June 30, 2022 as a result of an increase in other real estate owned expense along with an increase in directors’ fees as a result of changes in the fair market value of the directors retirement plans. Service charges decreased $115,000, or 21.7%, to $416,000 for the three months ended June 30, 2023 from $531,000 for the three months ended June 30, 2022 as a result of discounts recognized from the renewal of our core processing contract.

Income Taxes. Income tax expense decreased $113,000, or 168.7%, to an income tax benefit of $46,000 for the three months ended June 30, 2023 as compared to income tax expense of $67,000 for the three months ended June 30, 2022. The effective tax rate was 21.7% for the three months ended June 30, 2023 as compared to 16.3% for the three months ended June 30, 2022. The statutory tax rate was impacted by the benefits derived from tax-exempt bond income, as well as income received on bank-owned life insurance. The increase in the current quarter’s effective tax rate was a result of an increase in permanent tax differences and state tax expense proportional to total income, which was a loss for the three months ended June 30, 2023.

Comparison of Operating Results for the Six Months Ended June 30, 2023 and 2022

General. Net loss for the six months ended June 30, 2023 was $318,000 as compared to net income of $741,000 for the six months ended June 30, 2022, a decrease of $1.1 million, or 142.9%. The decrease was due to a $954,000 decrease in net interest income, a $484,000 increase in noninterest expense, and a $30,000 increase in provision for credit losses, partially offset by a $181,000 increase in noninterest income and a $228,000 decrease in income tax expense.

Interest and Dividend Income. Interest and dividend income increased $1.2 million, or 18.9%, to $7.6 million for the six months ended June 30, 2023 from $6.4 million for the six months ended June 30, 2022. This increase was primarily attributable to a $985,000 increase in interest on loans receivable and a net increase of $155,000 in interest on investment securities. The average balance of loans increased $33.6 million, or 12.2%, to $309.3 million for the six months ended June 30, 2023 from $275.7 million for the six months ended June 30, 2022. The average yield on loans increased 18 basis points to 4.40% for the six months ended June 30, 2023 from 4.22% for the six months ended June 30, 2022, reflecting an increase in higher-yielding loans period over period. The average balance of investment securities decreased $3.8 million, or 9.9%, to $34.1 million for the six months ended June 30, 2023 from $37.9 million for the six months ended June 30, 2022. The average yield on investment securities increased 121 basis points to 3.98% for the 2023 period from 2.77% for the 2022 period due to rising interest rates and lower premium amortization expense during the six months ended June 30, 2023.

Interest Expense. Total interest expense increased $2.2 million, or 308.7%, to $2.9 million for the six months ended June 30, 2023 from $701,000 for the six months ended June 30, 2022. Interest expense on total interest-bearing deposits increased $2.0 million, or 354.5%, to $2.5 million for the six months ended June 30, 2023 from $556,000 for the six months ended June 30, 2022. The increase was attributable to an increase of $53.9 million, or 70.7%, in the average balance of certificate of deposit accounts to $130.2 million for the six months ended June 30, 2023 from $76.3 million for the six months ended June 30, 2022, in addition to an increase in the average cost of 274 basis points to 3.37% for the six months ended June 30, 2023 from 0.63% for the same period in 2022. Interest expense on borrowings increased $193,000, or 133.1%, to $338,000 for the six months ended June 30, 2023 from $145,000 for the six months ended June 30, 2022, as a result of an increase in the average borrowing costs of 169 basis points to 3.54% for the six months ended June 30, 2023 from 1.85% for the six months ended June 30, 2022 due to rising interest rates. The average balance of borrowings increased $3.4 million, or 21.5%, to $19.1 million for the six months ended June 30, 2023 from $15.7 million for the six months ended June 30, 2022.

Table of Contents

Net Interest Income. Net interest income decreased $954,000, or 16.7%, to $4.8 million for the six months ended June 30, 2023 from $5.7 million for the six months ended June 30, 2022. Our net interest rate spread decreased 90 basis points to 2.43% for the six months ended June 30, 2023 from 3.33% for the six months ended June 30, 2022. Our net interest margin decreased 70 basis points to 2.73% for the six months ended June 30, 2023 from 3.43% for the same period in 2022. Net interest rate spread and net interest margin were affected primarily by the increase in the cost of our interest-bearing liabilities between the comparable periods.

Provision for Credit Losses. Based on management’s analysis of the allowance for credit losses described in Note 6 of our interim consolidated financial statements “Allowance for Credit Losses,” we recorded a provision for credit losses of $330,000 for the six months ended June 30, 2023 as compared to a provision for loan losses of $300,000 for the six months ended June 30, 2022. The allowance for credit losses was $2.8 million, or 0.92%, of total loans at June 30, 2023 as compared to $2.5 million, or 0.86%, of total loans at December 31, 2022. The increase in provision for credit losses for the 2023 period was primarily due to ~~decreases~~overall growth in ~~insurance commissions, earnings on bank-owned life insurance, other charges, commissions,~~the loan portfolio.

Noninterest Income.Noninterest income increased $181,000, or 15.3%, to $1.4 million for the six months ended June 30, 2023 from $1.2 million for the six months ended June 30, 2022. The increase was primarily due to a net gain of $312,000 recognized from the sale of Generations Agency’s book of business and ~~fees, and~~an increase in change in fair value on equity securities, partially offset by decreases in insurance commissions and banking fees and service charges. Change in fair value on equity securities increased $85,000, or 166.7%, to $34,000 for the six months ended June 30, 2023 from a loss of $51,000 for the six months ended June 30, 2022 due to an increase in the fair market value of our equity securities. Insurance commissions decreased ~~$95,000,~~$145,000, or ~~55.2%~~48.7%, to ~~$77,000~~$153,000 for the ~~three~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$172,000~~$298,000 for the ~~three~~six months ended ~~September~~June 30, ~~2021~~2022 as a result of the Management Agreement with Northwoods whereby Northwoods assumed customer service responsibilities for Generations ~~Insurance~~ Agency ~~Inc.~~ effective April 1, ~~2022. Earnings on bank-owned life insurance decreased $21,000, or 77.8%, to $6,000 for the three months ended September 30,~~ 2022 ~~from $27,000 for the three months ended September 30, 2021 due to the recognition of a $14,000 loss associated with the death of a participant~~ and the subsequent ~~surrender~~sale of the ~~insurance policy. Other~~book of business to Northwoods on June 1, 2023. Banking fees and service charges ~~commissions, and fees~~ decreased ~~$20,000,~~$74,000, or ~~45.5%~~9.2%, to ~~$24,000~~$728,000 for the ~~three~~six months ended ~~September~~June 30, 2023 from $802,000 for the six months ended June 30, 2022 ~~from $44,000~~due to fewer loan recapture fees and loan prepayment penalties as well as fewer non-sufficient funds fees for the ~~three~~six months ended ~~September~~June 30, 2021 primarily due to a gain recognized on the sale of a fixed asset in 2021 in addition to a decrease in rental income received in 2022 as a result of the sale of a non-banking retail building in December 2021. Change in fair value on equity securities decreased $15,000, or 1,500.0%, to a loss of $16,000 for the three months ended September 30, 2022 from a loss of $1,000 for the three months ended September 30, 2021 due to a decrease in the fair market value of our equity securities.

~~Table of Contents~~

~~Noninterest Expense.~~ Noninterest expense decreased $591,000, or 17.1%, to $2.9 million for the three months ended September 30, 2022 from $3.5 million for the three months ended September 30, 2021 due to decreases in impairment of long-lived assets, compensation and benefits, other expenses, and regulatory assessments. Impairment of long-lived assets decreased $300,000 due to the write down of a building in 2021. Compensation and benefits decreased $96,000, or 7.2%, to $1.2 million for the three months ended September 30, 2022 from $1.3 million for the three months ended September 30, 2021 primarily due to the Management Agreement with Northwoods and an increase in pension expense benefit. Other expenses decreased $95,000, or 24.4%, to $294,000 for the three months ended September 30, 2022 from $389,000 for the three months ended September 30, 2021 primarily due to a $74,000 decrease in directors’ fees related to changes in the market price of Generations Bancorp’s stock held in the directors retirement plan for the three months ended September 30, 20222023 as compared to the same period in ~~2021. Regulatory assessments decreased $76,000,~~2022.

Noninterest Expense. Noninterest expense increased $484,000, or ~~71.7%~~8.5%, to ~~$30,000~~$6.2 million for the ~~three~~six months ended ~~September~~June 30, 2023 from $5.7 million for the six months ended June 30, 2022 ~~from $106,000~~primarily due to increases in compensation and benefits and other expenses, partially offset by a decrease in service charges. Compensation and benefits increased $348,000, or 14.5%, to $2.7 million for the ~~three~~six months ended ~~September~~June 30, ~~2021 due~~2023 from $2.4 million for the six months ended June 30, 2022 as a result of a decrease in pension expense benefit as well as an increase in equity incentive plan expenses related to ~~lower deposit insurance costs.~~stock awards and stock options granted to senior management in June 2022. Other expenses increased $137,000, or 23.8%, to $713,000 for the six months ended June 30, 2023 from $576,000 for the six months ended June 30, 2022 as a result of an increase in other real estate owned expense along with an increase in directors’ fees as a result of changes in the fair market value of the directors retirement plans in addition to equity incentive plan expenses related to stock awards and stock options granted to directors in May 2022. Service charges decreased $114,000, or 11.0%, to $923,000 for the six months ended June 30, 2023 from $1.0 million for the six months ended June 30, 2022 as a result of discounts recognized from the renewal of our core processing contract.

Income Taxes. Income tax expense ~~increased $33,000,~~decreased $228,000, or ~~100.0%~~160.6%, to ~~$66,000~~an income tax benefit of $86,000 for the ~~three~~six months ended ~~September~~June 30, ~~2022~~2023 as compared to income tax expense of ~~$33,000~~$142,000 for the ~~three~~six months ended ~~September~~June 30, ~~2021.~~2022. The effective tax rate was ~~18.0%~~21.3% for the ~~three~~six months ended ~~September~~June 30, ~~2022~~2023 as compared to ~~16.0%~~16.1% for the ~~three~~six months ended ~~September~~June 30, ~~2021.~~

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

~~General.~~ ~~Net income for the nine months ended September 30, 2022~~2022. The statutory tax rate was $1.0 million as compared to $895,000 for the nine months ended September 30, 2021, an increase of $146,000, or 16.3%. The increase was due to an $828,000 decrease in noninterest expense, partially offset by a $259,000 decrease in net interest income, a $330,000 decrease in noninterest income, a $76,000 increase in provision for loan losses, and a $17,000 increase in income tax expense.

~~Interest and Dividend Income.~~ Interest and dividend income decreased $482,000, or 4.7%, to $9.7 million for the nine months ended September 30, 2022 from $10.2 million for the nine months ended September 30, 2021. This decrease was primarily attributable to a $636,000 decrease in interest on loans receivable, partially offset by a net increase of $125,000 in interest on investment securities and an increase of $58,000 in interest-earning deposits. The average balance of loans decreased $6.2 million, or 2.2%, to $279.2 million for the nine months ended September 30, 2022 from $285.4 million for the nine months ended September 30, 2021. The average yield on loans decreased 20 basis points to 4.22% for the 2022 period from 4.42% for the 2021 period, reflecting a decrease in higher-yielding loans in addition to an increase in amortization of deferred loan costs period over period. The average balance of investment securities increased $2.7 million, or 7.9%, to $36.8 million for the nine months ended September 30, 2022 from $34.1 million for the nine months ended September 30, 2021. The average yield on investment securities increased 26 basis points to 2.88% for the 2022 period from 2.62% for the 2021 period due to purchases of $23.6 million in higher-yielding corporate bonds throughout 2021.

~~Interest Expense.~~ Total interest expense decreased $223,000, or 17.1%, to $1.1 million for the nine months ended September 30, 2022 from $1.3 million for the nine months ended September 30, 2021. Interest expense on total interest-bearing deposits decreased $109,000, or 11.3%, to $860,000 for the nine months ended September 30, 2022 from $969,000 for the nine months ended September 30, 2021. The decrease was primarily attributable to a decrease of $5.9 million, or 7.3%, in the average balance of certificates of deposit to $75.3 million for the nine months ended September 30, 2022 from $81.3 million for the nine months ended September 30, 2021, in addition to a decrease in the average cost of 18 basis points to 0.67% for the nine months ended September 30, 2022 from 0.85% for the same period in 2021. Interest expense on borrowings decreased $114,000, or 33.7%, to $224,000 for the nine months ended September 30, 2022 from $338,000 for the nine months ended September 30, 2021 as a result of a decrease in the average balance of borrowings of $8.0 million, or 33.9%, to $15.5 million for the nine months ended September 30, 2022 from $23.5 million for the nine months ended September 30, 2021. Average borrowing costs remained unchanged at 1.92% for the nine months ended September 30, 2022 and 2021.

~~Net Interest Income~~. Net interest income decreased $259,000, or 2.9%, to $8.6 million for the nine months ended September 30, 2022 from $8.9 million for the nine months ended September 30, 2021. Our net interest rate spread decreased four basis points to 3.41% for the nine months ended September 30, 2022 as compared to 3.45% for the

~~Table of Contents~~

nine months ended September 30, 2021. Our net interest margin decreased five basis points to 3.48% for the nine months ended September 30, 2022 as compared to 3.53% for the nine months ended September 30, 2021. Net interest rate spread and net interest margin were affected primarilyimpacted by the ~~decrease in yield~~benefits derived from tax-exempt bond income, as well as income received on ~~interest-earning assets between the comparable periods.~~

~~Provision for Loan Losses.~~ Based on management’s analysis of the allowance for loan losses described in Note 6 of our interim consolidated financial statements “Allowance for Loan Losses,” we recorded a provision for loan losses of $481,000 for the nine months ended September 30, 2022 as compared to a provision for loan losses of $405,000 for the nine months ended September 30, 2021. The allowance for loan losses was $2.3 million, or 0.84%, of total loans at September 30, 2022 as compared to $1.8 million, or 0.70%, of total loans at December 31, 2021.bank-owned life insurance. The increase in provision for loan losses for the 2022 period was primarily due to increases in reserves allocated to other consumer loans as a result of growth in the portfolio in addition to recreational vehicle loans as a result of higher economic reserve factors applied due to the current ~~economic outlook and resultant increases in delinquent and substandard loans.~~

~~Noninterest Income.~~Noninterest income decreased $330,000, or 16.5%, to $1.7 million for the nine months ended September 30, 2022 from $2.0 million for the nine months ended September 30, 2021. The decrease was primarily due to decreases in insurance commissions, change in fair value on equity securities, and other charges, commissions, and fees. Insurance commissions decreased $172,000, or 31.4%, to $375,000 for the nine months ended September 30, 2022 from $547,000 for the nine months ended September 30, 2021 as a result of the Management Agreement with Northwoods whereby Northwoods assumed customer service responsibilities for Generations Insurance Agency, Inc. effective April 1, 2022. Change in fair value on equity securities decreased $69,000, or 3,450.0%, to a loss of $67,000 for the nine months ended September 30, 2022 from a gain of $2,000 for the nine months ended September 30, 2021 due to a decrease in the fair market value of our equity securities. Other charges, commissions, and fees decreased $65,000, or 44.5%, to $81,000 for the nine months ended September 30, 2022 from $146,000 for the nine months ended September 30, 2021 primarily due to a gain recognized on the sale of a fixed asset in 2021 in addition a decrease in rental income received in 2022 as a result of the sale of a non-banking retail building in December 2021.

~~Noninterest Expense.~~ Noninterest expense decreased $828,000, or 8.8%, to $8.6 million for the nine months ended September 30, 2022 from $9.4 million for the nine months ended September 30, 2021 due to decreases in impairment of long-lived assets, compensation and benefits, regulatory assessments, and other expenses, partially offset by an increase in professional and other services. Impairment of long-lived assets decreased $300,000 due to the write down of a building in 2021. Compensation and benefits decreased $299,000, or 7.6%, to $3.6 million for the nine months ended September 30, 2022 from $3.9 million for the nine months ended September 30, 2021 primarily due to the Management Agreement with Northwoods and an increase in pension expense benefit. Regulatory assessments decreased $161,000, or 50.8%, to $156,000 for the nine months ended September 30, 2022 from $317,000 for the nine months ended September 30, 2021 due to lower deposit insurance costs. Other expenses decreased $100,000, or 10.3%, to $870,000 for the nine months ended September 30, 2022 from $970,000 for the nine months ended September 30, 2021 primarily due to a decrease in directors’ fees related to changes in the market price of Generations Bancorp’s stock held in the directors retirement plan for the nine months ended September 30, 2022 as compared to the same period in 2021. Professional and other services increased $90,000, or 19.8%, to $544,000 for the nine months ended September 30, 2022 from $454,000 for the nine months ended September 30, 2021 due to increases in legal and consulting fees.

~~Income Taxes.~~ ~~Income tax expense increased $17,000, or 8.9%, to $208,000 for the nine months ended September 30, 2022 as compared to income tax expense of $191,000 for the nine months ended September 30, 2021. The~~period’s effective tax rate was ~~16.7%~~a result of an increase in permanent tax differences and state tax expense proportional to total income, which was a loss for the ~~nine~~six months ended ~~September~~June 30, ~~2022 as compared to 17.6% for the nine months ended September 30, 2021.~~

2023.

5458

Table of Contents

Average Balances and Yields. The following tables set forth average balance sheets, average yield and costs, and certain other information at the dates and for the periods indicated. No tax-equivalent yield adjustments have been made. Any adjustments necessary to present yields on a tax-equivalent basis are insignificant. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or interest expense. Net deferred loan costs amortized totaled approximately ~~$494,000~~$556,000 and ~~$388,000~~$485,000 for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Net deferred loan costs amortized totaled approximately ~~$1.5~~$1.0 million and ~~$1.2 million~~$969,000 for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022, ~~and 2021,~~ respectively.

Three Months Ended September 30,

2022

2021

Average

Average

Balance

Balance

Outstanding

Interest

Yield/ Rate

Outstanding

Interest

Yield/ Rate

Interest-earning assets:

Loans

$
286,057

$
3,009

4.21
%
$
289,244

$
3,247

4.49
%
Securities

34,605

270

3.12

38,019

255

2.68

Interest-earning deposits

4,664

19

1.63

8,215

8

0.39

Other

1,251

16

5.12

1,605

21

5.23

Total interest-earning assets

326,577

3,314

4.06

337,083

3,531

4.19

Non-interest-earning assets

41,869

41,919

Total assets

$
368,446

$
379,002

Interest-bearing liabilities:

Demand deposits

$
47,368

$
17

0.14
%
$
46,512

$
16

0.14
%
Money market accounts

32,119

29

0.36

29,739

27

0.36

Savings accounts

110,610

117

0.42

110,296

114

0.41

Certificates of deposit

73,500

141

0.77

79,128

143

0.72

Total interest-bearing deposits

263,597

304

0.46

265,675

300

0.45

Borrowings

15,161

79

2.08

20,601

96

1.86

Total interest-bearing liabilities

278,758

383

0.55

286,276

396

0.55

Other non-interest bearing liabilities

50,374

49,932

Total liabilities

329,132

336,208

Equity

39,314

42,794

Total liabilities and equity

$
368,446

$
379,002

Net interest income

$
2,931

$
3,135

Interest rate spread

3.51
%

3.64
%
Net interest-earning assets

$
47,819

$
50,807

Net interest margin

3.59
%

3.72
%
Average interest-earning assets to average

interest-bearing liabilities

117.15
%

117.75
%


	Three Months Ended June 30,
	2023							2022
	Average							Average
	Balance							Balance
	Outstanding			Interest		Yield/ Rate		Outstanding			Interest		Yield/ Rate
Interest-earning assets:
Loans	$	311,457		$	3,455	4.44	%	$	274,699		$	2,868	4.18	%
Securities		33,445			339	4.05			36,580			250	2.73
Interest-earning deposits		3,456			36	4.17			18,845			38	0.81
Other		1,517			26	6.86			1,250			13	4.16
Total interest-earning assets		349,875			3,856	4.41			331,374			3,169	3.83
Non-interest-earning assets		41,293							41,905
Total assets	$	391,168						$	373,279

Interest-bearing liabilities:
Demand deposits	$	30,751		$	46	0.60	%	$	33,304		$	15	0.18	%
Money market accounts		22,189			53	0.95			32,128			28	0.35
Savings accounts		89,113			103	0.46			112,863			117	0.41
Certificates of deposit		133,376			1,203	3.61			75,459			119	0.63
Total interest-bearing deposits		275,429			1,405	2.04			253,754			279	0.44
Borrowings		21,401			212	3.96			14,846			68	1.83
Total interest-bearing liabilities		296,830			1,617	2.18			268,600			347	0.52
Other non-interest bearing liabilities		56,940							63,443
Total liabilities		353,770							332,043
Equity		37,398							41,236
Total liabilities and equity	$	391,168						$	373,279

Net interest income				$	2,239						$	2,822
Interest rate spread						2.23	%						3.31	%
Net interest-earning assets	$	53,045						$	62,774
Net interest margin						2.56	%						3.41	%
Average interest-earning assets to average
interest-bearing liabilities		117.87	%						123.37	%

5559

Table of Contents


	Nine Months Ended September 30,														Six Months Ended June 30,
	2022							2021							2023							2022
	Average							Average							Average							Average
	Balance							Balance							Balance							Balance
(In thousands)	Outstanding			Interest		Yield/ Rate		Outstanding			Interest		Yield/ Rate		Outstanding			Interest		Yield/ Rate		Outstanding			Interest		Yield/ Rate
Assets
Interest-earning assets:
Loans	$	279,185		$	8,827	4.22	%	$	285,409		$	9,463	4.42	%	$	309,340		$	6,803	4.40	%	$	275,749		$	5,818	4.22	%
Securities		36,795			794	2.88	%		34,108			669	2.62	%		34,124			679	3.98			37,890			524	2.77
Interest-earning deposits		13,634			73	0.71	%		15,204			15	0.13	%		4,406			81	3.68			18,119			54	0.60
Other		1,295			38	3.91	%		1,762			67	5.07	%		1,402			65	9.27			1,317			22	3.34
Total interest-earning assets		330,909			9,732	3.92	%		336,483			10,214	4.05	%		349,272			7,628	4.37			333,075			6,418	3.85
Non-interest-earning assets		41,775							41,901							40,102							41,728
Total assets	$	372,684						$	378,384						$	389,374						$	374,803

Liabilities and equity
Interest-bearing liabilities:
Demand deposits	$	46,602			46	0.13	%	$	46,545			43	0.12	%	$	31,875		$	71	0.45	%	$	33,482		$	29	0.17	%
Money market accounts		32,085			85	0.35	%		29,100			77	0.35	%		23,795			75	0.63			32,067			56	0.35
Savings accounts		111,881			349	0.42	%		108,817			332	0.41	%		90,424			189	0.42			112,517			232	0.41
Certificates of deposit		75,344			380	0.67	%		81,285			517	0.85	%		130,193			2,192	3.37			76,268			239	0.63
Total interest-bearing deposits		265,912			860	0.43	%		265,747			969	0.49	%		276,287			2,527	1.83			254,334			556	0.44
Borrowings		15,525			224	1.92	%		23,476			338	1.92	%		19,085			338	3.54			15,707			145	1.85
Total interest-bearing liabilities		281,437			1,084	0.51	%		289,223			1,307	0.60	%		295,372			2,865	1.94			270,041			701	0.52
Other non-interest bearing liabilities		50,064							48,285							56,669							62,645
Total liabilities		331,501							337,508							352,041							332,686
Equity		41,183							40,876							37,333							42,117
Total liabilities and equity	$	372,684						$	378,384						$	389,374						$	374,803

Net interest income				$	8,648						$	8,907						$	4,763						$	5,717
Interest rate spread						3.41	%						3.45	%						2.43	%						3.33	%
Net interest-earning assets	$	49,472						$	47,260						$	53,900						$	63,034
Net interest margin						3.48	%						3.53	%						2.73	%						3.43	%
Average interest-earning assets to average
interest-bearing liabilities		117.58	%						116.34	%						118.25	%						123.34	%

5660

Table of Contents

Loan and Asset Quality and Allowance for ~~Loan~~Credit Losses. The following table represents information concerning the aggregate amount of non-performing assets at the indicated dates:


	At September 30,		At December 31,		At June 30,		At December 31,
(In thousands)	2022		2021		2023		2022

Non-accrual loans:
Residential:
One- to four-family	$	2,565	$	2,577	$	2,031	$	2,605
Commercial:
Real estate - nonresidential		416		416		29		416
Commercial business		163		161		439		587
Consumer:
Home equity and junior liens		205		66		138		172
Manufactured homes		145		—		404		368
Automobile		32		44		58		21
Student		62		—		58		68
Recreational vehicle						199		135
Total non-accrual loans	$	3,588	$	3,264	$	3,356	$	4,372

Real estate owned:
Residential:
One- to four-family	$	69	$	27	$	271	$	12
Total real estate owned	$	69	$	27	$	271	$	12

Total non-performing assets	$	3,657	$	3,291	$	3,627	$	4,384

Ratios:
Total non-performing loans to total loans		1.29%		1.23%		1.11%		1.51%
Total non-performing loans to total assets		0.96%		0.86%		0.85%		1.13%
Total non-performing assets to total assets		0.98%		0.87%		0.92%		1.13%

Non-performing assets include non-accrual loans, non-accruing TDRs (prior to January 1, 2023), and foreclosed real estate. The Company generally places a loan on non-accrual status and ceases accruing interest when loan payment performance is deemed unsatisfactory and the loan is past due 90 days or more. At ~~September~~June 30, ~~2022~~2023 there were no loans that were past due 90 days or more and still accruing interest.

As indicated in the table above, non-performing assets were ~~$3.7~~$3.6 million at ~~September~~June 30, ~~2022~~2023 and ~~$3.3~~$4.4 million at December 31, ~~2021.~~2022. At ~~September~~June 30, 2023, the Bank had 31 non-performing one- to four-family residential mortgage loans for $2.0 million, two non-performing commercial business loans for $439,000, three non-performing manufactured home loans for $404,000, five non-performing recreational vehicle loans for $199,000, five home equity loans and lines of credit for $138,000, three non-performing automobile loans for $58,000, five non-performing student loans for $58,000, and one non-performing nonresidential loan for $29,000. At December 31, 2022, the Bank had 37 non-performing one- to four-family residential mortgage loans for $2.6 million, two non-performing nonresidential loans for $416,000, ~~three~~four non-performing commercial business loans for ~~$163,000, nine~~$587,000, eight home equity loans and lines of credit for ~~$205,000, two~~$172,000, three non-performing manufactured home loans for ~~$145,000, three~~$368,000, two non-performing automobile loans for ~~$32,000, and five~~$21,000, six non-performing student loans for ~~$62,000. At December 31, 2021, the Bank had 38~~$68,000, and two non-performing ~~one- to four-family residential mortgage~~recreational vehicle loans for $2.6 million, two non-performing nonresidential loans for $416,000, three non-performing commercial business loans for $161,000, six home equity loans and lines of credit for $66,000, and three non-performing automobile loans for $44,000.$135,000. The Bank had ~~$69,000 in~~four real estate owned properties for $271,000 at ~~September~~June 30, ~~2022~~2023 and ~~$27,000 in~~one real estate owned property for $12,000 at December 31, ~~2021.~~2022.

The allowance for ~~loan~~credit losses represents management’s estimate of losses inherent in the loan portfolio as of the date of the consolidated statement of financial condition. The allowance for ~~loan~~credit losses was ~~$2.3~~$2.8 million at ~~September~~June 30, ~~2022~~2023 and ~~$1.8~~$2.5 million at December 31, ~~2021.~~2022. The Company reported an increase in the ratio of the allowance for ~~loan~~credit losses to gross loans to ~~0.84%~~0.92% at ~~September~~June 30, ~~2022~~2023 as compared to ~~0.70%~~0.86% at December 31, ~~2021.~~2022. Management performs

Table of Contents

a quarterly evaluation of the allowance for ~~loan~~credit losses based on quantitative and qualitative factors and has determined that the current level of the allowance for ~~loan~~credit losses is adequate to absorb the losses in the loan portfolio as of ~~September~~June 30, ~~2022.~~2023.

~~Table of Contents~~

~~At September 30, 2022, the~~The Company had no loans which were deemed to be impaired ~~and had one commercial business loan for $55,000 and one one- to four-family residential loan for $224,000 which were deemed to be impaired~~ at December 31, ~~2021.~~2022.

Management has identified potential credit problems which may result in the borrowers not being able to comply with the current loan repayment terms and which may result in it being included in future impaired loan reporting. Management has identified potential problem loans totaling ~~$10.6~~$9.9 million as of ~~September~~June 30, ~~2022~~2023 as compared to ~~$11.1~~$11.0 million at December 31, ~~2021.~~2022. These loans have been internally classified as special mention or substandard, yet are not currently considered impaired. The decrease of ~~$541,000~~$1.1 million was primarily driven by ~~the payoff of~~ a ~~commercial loan relationship~~decrease in ~~the second quarter of 2022 that was~~residential mortgage loans classified as ~~special mention.~~substandard as a result of loan upgrades and loan payoffs. Based on current information available at ~~September~~June 30, ~~2022,~~2023, these loans were re-evaluated for their range of potential losses and reclassified accordingly.

Liquidity and Capital Resources. Liquidity is the ability to meet financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. The Bank’s primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, and proceeds from the sale or maturities of securities. In addition, the Bank may borrow from the FHLB. At ~~September~~June 30, ~~2022,~~2023, the Bank had ~~$24.1~~$19.7 million outstanding in advances from the FHLB and had the ability to borrow approximately ~~$29.2~~$45.4 million based on our collateral capacity. At ~~September~~June 30, ~~2022,~~2023, the Bank had an additional $15.5 million in lines of credit available with other financial institutions and as such no advances received can exceed 50% of the Bank’s capital. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, there were no outstanding advances on these lines.

On March 12, 2023, in response to liquidity concerns in the banking system, the Federal Deposit Insurance Corporation, Federal Reserve Board, and U.S. Department of Treasury, collaboratively approved certain actions with a stated intention to reduce stress across the financial system, support financial stability, and minimize any impact on businesses, households, taxpayers, and the broader economy. Among other actions, the Federal Reserve Board has created a new Bank Term Funding Program (“BTFP”) to make additional funding available to eligible depository institutions to help ensure institutions can meet the needs of their depositors. Eligible institutions may obtain liquidity against a wide range of collateral. BTFP advances can be requested through at least March 11, 2024. The Company has not requested funding through the BTFP as of June 30, 2023, but has an established relationship with the Federal Reserve to take advantage of this program.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and equity and available-for-sale investments. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was ~~$1.4~~$2.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~$1.5 million for the six months ended June 30, 2022. Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans and proceeds from the sale of and maturing securities, was ~~$15.9~~$13.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~$21.1~~$4.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Net cash provided by financing activities, consisting primarily of the activity in deposit accounts and FHLB advances, was ~~$913,000~~$7.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and net cash used in financing activities was $5.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

We are committed to maintaining a satisfactory liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments.

Generations Bancorp is a separate corporate entity from Generations Bank and it must provide for its own liquidity to pay any dividends to its stockholders, to repurchase any shares of its common stock, and for other corporate purposes.

Table of Contents

Generations Bancorp’s primary source of liquidity is any dividend payments it may receive from Generations Bank. Generations Bank paid a dividend of ~~$1.3~~$1.0 million to Generations Bancorp during the ~~nine~~six months ended ~~September~~June 30, ~~2022. There was no~~2023. Generations Bank paid a dividend ~~paid~~of $1.3 million to Generations Bancorp for the year ended December 31, ~~2021.~~2022. At ~~September~~June 30, ~~2022,~~2023, Generations Bancorp (on an unconsolidated, stand-alone basis) had cash and investment securities totaling ~~$1.9~~$2.5 million.

At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, Generations Bank exceeded all its regulatory capital requirements and was categorized as well capitalized. See Note 9 to the interim condensed consolidated financial statements. Management is unaware of any conditions or events since the most recent notification that would change our category.

~~Table of Contents~~

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable, as the Registrant is a smaller reporting company.

ITEM 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of ~~September~~June 30, ~~2022.~~2023. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Registrant’s disclosure controls and procedures were effective.

During the quarter ended ~~September~~June 30, ~~2022,~~2023, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.Legal Proceedings

We are subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on our financial condition or results of operations.

ITEM 1A.Risk Factor

Not applicable, as the Registrant is a smaller reporting company.

5963

Table of Contents

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

The following table provides certain information with regard to shares repurchased by the Company in the ~~third~~second quarter of ~~2022~~2023.

(c) Total

Number of

(d)

Shares

Maximum

Purchased as

Number of

Part of

Shares that

(a) Total

Publicly

May Yet Be

Number of

(b) Average

Announced

Purchased under the

Shares

Price Paid

Plans or

Plans or
Period

Purchased

per Share

Programs (1)

Programs (1)
July 1 - July 31, 2022

1,782

$
11.34

1,782

1,038
August 1 - August 31, 2022

41,338

$
11.40

41,338

46,700
September 1 - September 30, 2022

17,934

$
11.35

17,934

28,766
Total

61,054

$
11.38

61,054

~~(1)~~

The Company’s Board of Directors authorized its first stock repurchase program on March 28, 2022 to acquire up to 83,300 shares, or 3.4 %, of the Company’s then outstanding common stock. On July 25, 2022, the Board of Directors authorized a second stock repurchase program to acquire up to 87,000 shares, or approximately 3.6%, of the Company’s outstanding common stock at the conclusion of the first stock repurchase program. As of August 11, 2022, all 83,300 shares from the Company’s first repurchase program had been repurchased. Repurchases will be made from time to time depending on market conditions and other factors, and will be conducted through open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. There is no guarantee as to the exact number of shares to be repurchased by the Company.


				Total	Maximum
				Number of	Number of
				Shares	Shares (or
				Purchased as	Approximate Dollar
				Part of	Value) that
	Total			Publicly	May Yet Be
	Number of		Average	Announced	Purchased under the
	Shares		Price Paid	Plans or	Plans or
Period	Purchased		per Share	Programs	Programs ($)
April 1 - April 30, 2023	—	$	—	—	—
May 1 - May 31, 2023	—	$	—	—	1,000,000
June 1 - June 30, 2023	37,313	$	9.22	37,313	655,975
Total	37,313	$	9.22	37,313

The Company’s Board of Directors authorized its first stock repurchase program on March 28, 2022 to acquire up to 83,300 shares, or 3.4 %, of the Company’s then outstanding common stock. On July 25, 2022, the Board of Directors authorized a second stock repurchase program to acquire up to 87,000 shares, or approximately 3.6%, of the Company’s outstanding common stock at the conclusion of the first stock repurchase program. As of August 11, 2022, all 83,300 shares from the Company’s first repurchase program had been repurchased. As of March 31, 2023, all 87,000 shares from the Company’s second repurchase program had been repurchased. On May 31, 2023, the Board of Directors authorized a third stock repurchase program to acquire up to $1.0 million, or approximately 91,000 shares, or approximately 4.0%, of the Company’s outstanding common stock, based on the current trading price of the common stock. All of the repurchases were made pursuant to a publicly announced plan and were made from time to time depending on market conditions and other factors, and were conducted through open market or private transactions, through block trades, and pursuant to any trading plan that may have been adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.

ITEM 3.Defaults Upon Senior Securities

None.

ITEM 4.Mine Safety Disclosures

None.

ITEM 5.Other Information

None.

6064

Table of Contents

ITEM 6.Exhibits

Exhibit Index


Exhibit Number		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101)

6165

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		GENERATIONS BANCORP NY, INC.


Date: ~~November 4, 2022~~August 3, 2023		/s/ Menzo D. Case
		Menzo D. Case
		Chief Executive Officer


Date: ~~November 4, 2022~~August 3, 2023		/s/ Angela M. Krezmer
		Angela M. Krezmer
		Chief Financial Officer

6266


	Nine Months Ended September 30, 2021
					Post-
			Pre-Modification		Modification		Current
			Outstanding		Outstanding		Outstanding
	Number of		Recorded		Recorded		Recorded
	Contracts		Investment		Investment		Investment
One- to four-family residential mortgages	4	$	336	$	336	$	—
Commercial business	3		46		46		—


	Year Ended December 31, 2021
	One- to four-		Construction
	family		residential		Real estate				Construction		Commercial
(In thousands)	residential		mortgage		nonresidential		Multi-family		commercial		business
Allowance for loan losses:
Beginning balance	$	457	$	—	$	319	$	26	$	—	$	617
Charge-offs		(117)		—		(386)		—		—		(84)
Recoveries		28		—		16		12		—		7
Provision (credit) for loan losses		320		—		681		(36)		—		(379)
Ending balance	$	688	$	—	$	630	$	2	$	—	$	161
Ending balance: related to loans individually evaluated for impairment	$	7	$	—	$	—	$	—	$	—	$	12
Ending balance: related to loans collectively evaluated for impairment	$	681	$	—	$	630	$	2	$	—	$	149
Loans receivable:
Ending balance	$	113,061	$	—	$	21,478	$	456	$	—	$	12,528
Ending balance: individually evaluated for impairment	$	2,576	$	—	$	416	$	—	$	—	$	128
Ending balance: collectively evaluated for impairment	$	110,485	$	—	$	21,062	$	456	$	—	$	12,400


				(c) Total
				Number of	(d)
				Shares	Maximum
				Purchased as	Number of
				Part of	Shares that
	(a) Total			Publicly	May Yet Be
	Number of		(b) Average	Announced	Purchased under the
	Shares		Price Paid	Plans or	Plans or
Period	Purchased		per Share	Programs (1)	Programs (1)
July 1 - July 31, 2022	1,782	$	11.34	1,782	1,038
August 1 - August 31, 2022	41,338	$	11.40	41,338	46,700
September 1 - September 30, 2022	17,934	$	11.35	17,934	28,766
Total	61,054	$	11.38	61,054