Generations Bancorp NY, Inc. [GBNY] Filings

10-Q 1 gbny-20230331x10q.htm 10-Q

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 March 31, 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 ☒.

2,341,152 shares of the Registrant’s common stock, par value $0.01 per share, were issued and outstanding as of May 5, 2023.

Table of Contents

Index


	Page
PART I. FINANCIAL INFORMATION	1

Item 1. Condensed Consolidated Financial Statements	1

Condensed Consolidated Statements of Financial Condition – March 31, 2023 (Unaudited) and December 31, 2022	1

Condensed Consolidated Statements of Income – Three-month Periods Ended March 31, 2023 and 2022 (Unaudited)	2

Condensed Consolidated Statements of Comprehensive Income (Loss) – Three-month Periods Ended March 31, 2023 and 2022 (Unaudited)	3

Condensed Consolidated Statements of Changes in Shareholders’ Equity – Three-month Periods Ended March 31, 2023 and 2022 (Unaudited)	4

Condensed Consolidated Statements of Cash Flows – Three-month Periods Ended March 31, 2023 and 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	49

Item 3. Quantitative and Qualitative Disclosures About Market Risk	57

Item 4. Controls and Procedures	57

PART II. OTHER INFORMATION	57

Item 1. Legal Proceedings	57

Item 1A. Risk Factors	57

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	58

Item 3. Defaults Upon Senior Securities	58

Item 4. Mine Safety Disclosures	58

Item 5. Other Information	58

Item 6. Exhibits	59

Signatures	60

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Generations Bancorp NY, Inc.

Condensed Consolidated Statements of Financial Condition


	At March 31,		At December 31,
(In thousands, except share data)	2023		2022
	(Unaudited)
ASSETS:
Cash and due from banks	$	4,021	$	3,955
Interest earning deposits		2,020		4,049
Total cash and cash equivalents		6,041		8,004
Interest-earning time deposits in banks		680		—
Investment securities available-for-sale, at fair value		33,208		33,050
Investment securities held-to-maturity (fair value 2023-$1,309, 2022-$1,301)		1,552		1,587
Equity investment securities, at fair value		315		307
Federal Home Loan Bank stock, at cost		990		1,740
Loans		311,024		306,377
Less: Allowance for credit losses		(2,653)		(2,497)
Loans receivable, net		308,371		303,880
Premises and equipment, net		14,757		14,863
Bank-owned life insurance		7,379		7,351
Pension plan asset		11,240		10,697
Foreclosed real estate & repossessed assets		152		12
Goodwill		792		792
Intangible assets, net		702		718
Accrued interest receivable		1,319		1,304
Other assets		1,704		1,988
Total assets	$	389,202	$	386,293

LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Noninterest-bearing	$	52,518	$	54,609
Interest-bearing		284,515		263,069
Total deposits		337,033		317,678
Short-term borrowings		1,940		16,200
Long-term borrowings		8,357		10,334
Advances from borrowers for taxes and insurance		1,825		2,653
Other liabilities		2,526		2,100
Total liabilities		351,681		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; 2,341,152 and 2,348,748 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		23		24
Additional paid in capital		22,983		23,002
Retained earnings		22,353		22,512
Accumulated other comprehensive loss		(6,107)		(6,467)
Stock held in rabbi trust		(698)		(698)
Unearned ESOP shares, at cost		(1,033)		(1,045)
Total shareholders' equity		37,521		37,328
Total liabilities and shareholders' equity	$	389,202	$	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 March 31,
(In thousands, except per share data)	2023		2022

Interest and dividend income:
Loans, including fees	$	3,348	$	2,950
Debt and equity securities:
Taxable		239		162
Tax-exempt		101		112
Interest-earning deposits		45		16
Other		39		9
Total interest income		3,772		3,249
Interest expense:
Deposits		1,122		277
Short-term borrowings		88		—
Long-term borrowings		38		77
Total interest expense		1,248		354
Net interest income		2,524		2,895
Provision for loan losses		165		150
Provision for unfunded commitments		—		—
Provision for available-for-sale securities		—		—
Total provision for credit losses		165		150
Net interest income after provision for credit losses		2,359		2,745
Noninterest income:

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