Bogota Financial Corp. - Quarter Report: 2021 March (Form 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, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File No. 001-39180

Bogota Financial Corp.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		84-3501231
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

819 Teaneck Road Teaneck, New Jersey		07666
(Address of Principal Executive Offices)		(Zip Code)

(201) 862-0660

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		BSBK		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 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, a 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. (Check one)

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 ☒

As of May 5, 2021, there were 14,425,441 shares issued and outstanding of the registrant’s common stock, par value $0.01 per share

Bogota Financial Corp.

Form 10-Q

Table of Contents

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Consolidated Statements of Financial Condition at March 31, 2021 (unaudited) and December 31, 2020	1

	Consolidated Statements of Income for the Three Months Ended March 31, 2021 and 2020 (unaudited)	2

	Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2021 and 2020 (unaudited)	3

	Consolidated Statements of Equity for the Three Months Ended March 31, 2021 and 2020 (unaudited)	4

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 (unaudited)	5

	Notes to Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	38

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3.	Defaults Upon Senior Securities	39

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	39

Item 6.	Exhibits	39

	SIGNATURES	40

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	March 31, 2021			December 31, 2020
Assets	(unaudited)
Cash and due from banks	$	6,365,160		$	5,957,564
Interest-bearing deposits in other banks		119,615,065			74,428,175
Cash and cash equivalents		125,980,225			80,385,739
Securities available for sale		11,581,122			11,870,508
Securities held to maturity (fair value of $61,002,894 and $58,872,451, respectively)		60,442,805			57,504,443
Loan held for sale		3,494,685			—
Loans, net of allowance of $2,182,174 and $2,241,174, respectively		606,256,792			557,690,853
Premises and equipment, net		7,147,170			5,671,097
Federal Home Loan Bank (FHLB) stock and other restricted securities		6,114,000			5,928,100
Accrued interest receivable		3,002,984			2,855,425
Core deposit intangibles		400,000			—
Bank owned life insurance		17,005,303			16,915,637
Other assets		2,461,213			2,083,076
Total Assets	$	843,886,299		$	740,904,878
Liabilities and Equity
Liabilities
Non-interest bearing	$	34,855,515		$	27,061,629
Interest bearing		549,559,379			474,911,402
Total Deposits		584,414,894			501,973,031
FHLB advances		107,841,368			104,290,920
Advance payments by borrowers for taxes and insurance		3,564,260			2,560,089
Other liabilities		4,987,627			3,612,762
Total liabilities		700,808,149			612,436,802
Commitments and Contingencies-see note 5
Stockholders’ Equity
Preferred stock $0.01 par value 1,000,000 shares authorized, none issued and outstanding at March 31, 2021 and December 31, 2020.		—			—
Common stock $0.01 par value, 30,000,000 shares authorized, 14,425,441 issued and outstanding at March 31, 2021 and 13,157,525 at December 31, 2020		144,254			131,575
Additional Paid-In capital		68,448,042			56,975,187
Retained earnings		80,366,044			77,359,737
Unearned ESOP shares (485,660 at March 31, 2021 and 489,983 shares at December 31, 2020)		(5,650,109	)		(5,725,410	)
Accumulated other comprehensive loss		(230,081	)		(273,013	)
Total stockholders’ equity		143,078,150			128,468,076
Total liabilities and stockholders’ equity	$	843,886,299		$	740,904,878

See accompanying notes to unaudited consolidated financial statements.

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Three months ended March 31,
	2021			2020
	(unaudited)
Interest income
Loans	$	5,464,961		$	5,097,251
Securities
Taxable		673,547			431,053
Tax-exempt		12,585			11,661
Other interest-earning assets		123,004			377,363
Total interest income		6,274,097			5,917,328
Interest expense
Deposits		1,263,682			2,316,321
FHLB advances		431,125			517,072
Total interest expense		1,694,807			2,833,393
Net interest income		4,579,290			3,083,935
(Credit) Provision for loan losses		(59,000	)		25,000
Net interest income after (credit) provision for loan losses		4,638,290			3,058,935
Non-interest income
Fees and service charges		52,527			19,717
Gain on Sale of Loans		236,037			—
Bargain Purchase gain		1,933,397			—
Bank owned life insurance		89,666			99,711
Other		6,979			1,954
Total non-interest income		2,318,606			121,382
Non-interest expense
Salaries and employee benefits		1,538,920			1,257,598
Occupancy and equipment		266,479			169,540
FDIC insurance assessment		45,000			45,000
Data processing		208,309			146,025
Core conversion costs		360,000			—
Advertising		60,000			59,634
Director fees		198,239			186,281
Professional fees		258,917			132,333
Merger fees		318,265			—
Contribution to Charitable Foundation		—			2,881,500
Other		178,317			194,703
Total non-interest expense		3,432,446			5,072,614
Income (loss) before income taxes		3,524,450			(1,892,297	)
Income tax (benefit) expense		518,143			(554,714	)
Net income (loss)	$	3,006,307		$	(1,337,583	)
Earnings (loss)per Share	$	0.23		$	(0.13	)
Weighted average shares outstanding		13,107,593			10,699,272

See accompanying notes to unaudited consolidated financial statements.

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(unaudited)

	Three months ended March 31,
	2021			2020
	(unaudited)
Net income (loss)	$	3,006,307		$	(1,337,583	)
Other comprehensive income (loss):
Unrealized gains/losses on securities available for sale:
Unrealized holding (loss) gain arising during the period		16,068			(196,731	)
Tax effect		(4,517	)		55,301
Net of tax		11,551			(141,430	)
Defined benefit retirement plans:
Net gain arising during the period including changes in assumptions		—			935
Reclassification adjustment for amortization of prior service cost and net gain/loss included in salaries and employee benefits		43,652			37,869
Tax effect		(12,271	)		(10,906	)
Net of tax		31,381			27,898
Total other comprehensive income (loss)		42,932			(113,532	)
Comprehensive income (loss)	$	3,049,239		$	(1,451,115	)

See accompanying notes to unaudited consolidated financial statements.

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)

	Common Stock Shares		Common Stock		Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Unearned ESOP shares			Total Equity
Balance January 1, 2020		—	$	—	$	—		$	75,291,512		$	(313,665	)	$	—		$	74,977,847
Net loss		—		—		—			(1,337,583	)		—			—			(1,337,583	)
Other comprehensive loss		—		—		—			—			(113,532	)		—			(113,532	)
Issuance of common stock for initial public offering, net of expenses		12,894,375		128,943		54,425,094			—			—			—			54,554,037
Issuance of common stock to the Charitable Foundation		263,150		2,632		2,628,868			—			—			—			2,631,500
Stock purchase by the ESOP		—		—		—			—			—			(6,022,899	)		(6,022,899	)
Balance March 31, 2020		13,157,525	$	131,575	$	57,053,962		$	73,953,929		$	(427,197	)	$	(6,022,899	)	$	124,689,370

Balance January 1, 2021		13,157,525	$	131,575	$	56,975,187		$	77,359,737		$	(273,013	)	$	(5,725,410	)	$	128,468,076
Net Income		—		—		—			3,006,307			—			—			3,006,307
Other comprehensive income		—		—		—			—			42,932			—			42,932
Issuance of common stock to Bogota MHC		1,267,916		12,679		11,487,321			—			—			—			11,500,000
ESOP Shares released						(14,466	)								75,301			60,835
Balance March 31, 2021		14,425,441	$	144,254	$	68,448,042		$	80,366,044		$	(230,081	)	$	(5,650,109	)	$	143,078,150

See accompanying notes to unaudited consolidated financial statements.

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the three months ended March 31,
	2021			2020
Cash flows from operating activities
Net income (loss)	$	3,006,307		$	(1,337,583	)
Adjustments to reconcile net income to net cash from operating activities:
Bargain purchase gain		(1,933,397	)		—
(Credit) provision for loan losses		(59,000	)		25,000
Depreciation of premises and equipment		69,966			70,170
Amortization of deferred loan fees		210,063			121,763
Amortization of premiums and accretion of discounts on securities, net		52,278			27,512
Deferred income tax(benefit) expense		350,680			(809,990	)
Contribution to charitable foundation		—			2,631,500
Gain on sale of loans		(236,037	)		—
Proceeds from sale of loans		6,269,562
Increase in cash surrender value of bank owned life insurance		(89,666	)		(99,710	)
Employee stock ownership plan expense		60,835			—
Changes in:
Accrued interest receivable		155,368			(47,097	)
Net changes in other assets		67,006			1,107,431
Net changes in other liabilities		971,930			669,188
Net cash provided by operating activities		8,895,895			2,358,184
Cash flows from investing activities
Purchases of securities held to maturity		(7,090,519	)		(2,550,000	)
Maturities, calls, and repayments of securities available for sale		253,175			282,109
Maturities, calls, and repayments of securities held to maturity		11,194,107			7,219,105
Net increase in loans		18,518,194			(7,791,108	)
Loans purchased		—			(1,869,667	)
Net cash acquired in merger		19,393,090			—
Purchases of premises and equipment		(117,678	)		(36,490	)
Purchase of FHLB Stock		—			(133,100	)
Redemption of FHLB stock		417,600			47,900
Net cash provided by (used in) investing activities		42,567,969			(4,831,251	)

See accompanying notes to unaudited consolidated financial statements.

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) continued

	For the three months ended March 31,
	2021			2020
Cash flows from financing activities net of effects of business combinations
Net increase (decrease) in deposits		496,385			(20,143,435	)
Net decrease in short-term FHLB advances		(9,000,000	)		(3,000,000	)
Proceeds from long-term FHLB non-repo advances		3,000,000			6,000,000
Repayments of long-term FHLB non-repo advances		(723,273	)		(774,259	)
Loan to ESOP		—			(6,022,899	)
Stock offering expenses		—			(1,973,312	)
Return of unfilled stock offering subscriptions		—			(41,505,998	)
Common stock issuance		—			7,683,507
Net increase in advance payments from borrowers for taxes and insurance		357,510			57,853
Net cash used in financing activities		(5,869,378	)		(59,678,543	)
Net increase (decrease) in cash and cash equivalents		45,594,486			(62,151,610	)
Cash and cash equivalents at beginning of year		80,385,739			127,862,559
Cash and cash equivalents at March 31	$	125,980,225		$	65,710,949
Supplemental cash flow information
Subscription offering proceeds used to purchase common stock	$	—		$	48,843,842
Income taxes paid	$	—		$	—
Interest paid	$	1,673,840		$	2,851,923

Non-cash investment and financing activities
Fair value of assets acquired, net of cash and cash equivalents acquired	$	87,352,754		$	—
Fair value of liabilities assumed	$	93,312,447		$	—

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation: On January 15, 2020, Bogota Financial Corp. (the “Company,” “we” or “our”) was formed to serve as the mid-tier stock holding company for Bogota Savings Bank (the “Bank’) in connection with the reorganization of Bogota Savings Bank into the two-tier mutual holding company structure.

Bogota Securities Corp. was formed for the purpose of buying, selling and holding investment securities. Bogota Properties, LLC was inactive at March 31, 2021 and December 31, 2020.

The Bank generally originates residential, commercial and consumer loans to, and accepts deposits from customers in New Jersey. The debtors’ ability to repay the loans is dependent upon the region’s economy and the borrowers’ circumstances. The Bank is also subject to the regulations of certain federal and state agencies and undergoes periodic examination by those regulatory authorities.

Bogota Financial Corp. completed its stock offering in connection with the mutual holding company reorganization of Bogota Savings Bank on January 15, 2020. The Company sold 5,657,735 shares of common stock at $10.00 per share resulting in net proceeds of $54.6 million after $2.0 million of expenses. In connection with the reorganization, the Company also issued 263,150 shares of common stock and contributed $250,000 in cash to Bogota Savings Bank Charitable Foundation, Inc., and issued 7,236,640 shares of common stock to Bogota Financial, MHC, its New Jersey-chartered mutual holding company. Shares of the Company’s common stock began trading on January 16, 2020 on the Nasdaq Capital Market under the trading symbol “BSBK.”

Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or equity.

Earnings per Share: Basic earnings per share ("EPS") is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. For purposes of calculating basic EPS, weighted average common shares outstanding excludes unallocated employee stock ownership plan shares that have not been committed for release. Diluted EPS is computed using the same method as basic EPS and reflects the potential dilution which could occur if stock options shares were exercised and converted into common stock. The potentially diluted shares would then be included in the weighted average number of shares outstanding for the period using the treasury stock method. The Company does not currently have any outstanding stock options or shares of restricted stock.

The following is a reconciliation of the numerators and denominators of the basic earnings per share calculations for the three months ended March 31, 2021 and 2020.

	For the three months ended March 31, 2021		For the three months ended March 31, 2020
Net income (loss)	$	3,006,307	$	(1,337,583	)
Basic earnings per share:
Weighted average shares outstanding - basic		13,107,593		10,699,272
Basic earnings (loss) per share	$	0.23	$	(0.13	)

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions effect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.

Risks and Uncertainties: On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The COVID-19 pandemic has adversely affected, and will continue to adversely affect, local, national and global economic activity. Actions taken to help mitigate the spread of COVID-19 include restrictions on travel, localized quarantines, and government-mandated closures of certain businesses. The spread of the outbreak has caused significant disruptions to the U.S. economy and has disrupted banking and other financial activity in the areas in which the Company operates. On March 3, 2020, the Federal Open Market Committee reduced the targeted federal funds interest rate range by 50 basis points to 1.00 to 1.25 percent. This range was further reduced to 0 percent to 0.25 percent on March 16, 2020. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted to, among other provisions, provide emergency assistance for individuals, families and businesses affected by the COVID-19 pandemic. These reductions in interest rates and other effects of the COVID-19 pandemic may materially and adversely affect the Company's financial condition and results of operations in future periods. It is unknown how long the adverse conditions associated with the COVID-19 pandemic will last and what the complete financial effect will be to the Company. It is possible that estimates made in the financial statements could be materially and adversely impacted as a result of these COVID-19-related conditions, including estimates regarding expected credit losses on loans receivable and other-than-temporary impairment of investment securities.

Basis of Presentation: The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting in Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. These financial statements include the accounts of the Company, the Bank and its subsidiaries, and all significant intercompany balances and transactions are eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions based on available information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures necessary for the fair presentation of the accompanying consolidated financial statements have been included. The results of operations for any interim periods are not necessarily indicative of the results which may be expected for the entire year or any other period.

The unaudited financial statements and other financial information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements, and related notes, of Bogota Savings Bank at and for the year ended December 31, 2020.

Not yet effective Accounting Pronouncements: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will supersede the current lease requirements in Topic 840. The ASU requires lessees to recognize a right of use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of income. Currently, leases are classified as either capital or operating, with only capital leases recognized on the balance sheet. The reporting of lease related expenses in the statements of operations and cash flows will be generally consistent with the current guidance. In May 2020, FASB amended the effective date of the new guidance on Leases. The amendment and related new guidance on Leases are effective for the Company for the fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the effect on the financial statements when adopted.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements.

The effective date of ASU 2016-13 for the Company is the fiscal year beginning on January 1, 2023 and interim periods within those fiscal years. The Company does not plan to early adopt, but will continue to review factors that might indicate that the full deferral time period should not be used. The Company continues to evaluate the impact the new standard will have on the accounting for credit losses, but the Company may recognize a one-time cumulative-effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. The Company cannot yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on its consolidated financial condition or results of operations.

NOTE 2- ACQUISITION OF GIBRALTAR BANK

On February 28, 2021, the Company completed its acquisition of Gibraltar Bank. Pursuant to the terms of the Merger Agreement, Gibraltar Bank merged with and into Bogota Savings Bank, with the Bogota Savings Bank as the surviving entity. Under the terms of the merger agreement, depositors of Gibraltar Bank became depositors of the Bank and have the same rights and privileges in Bogota Financial MHC as if their accounts had been established at the Bank on the date established at Gibraltar Bank. The Company issued 1,267,916 shares of its common stock to Bogota MHC.

The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their fair values as of February 28, 2021 based on management’s best estimate using the information available as of the merger date. The application of the acquisition method of accounting resulted in the recognition of bargain purchase gain of $1.9 million and a core deposit intangible of $400,000.

Merger-related expenses of $318,000 for 2021 and $146,000 for 2020 are recorded in the Consolidated Statements of Income and are expensed as incurred. The following table sets forth assets acquired and liabilities assumed in the acquisition of the Gibraltar Bank, at their estimated fair values as of the closing date of the transaction:

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

	As recorded by Gibraltar Bank			Fair value adjustments				As recorded at acquisition
Consideration paid								$	11,500,000
Assets Acquired
Cash and cash equivalents	$	19,393,090		$	—			$	19,393,090
Securities held to maturity		7,250,000			(208,051	)	(a)		7,041,949
Federal Home Loan Bank stock and other restricted stock		603,500			—				603,500
Loans receivable		77,683,903			(920,497	)	(b)		76,763,406
Allowance for loan loss		(640,232	)		640,232		(c )		—
Accrued interest receivable		302,927			—				302,927
Premises and equipment, net		348,714			1,079,647		(d)		1,428,361
Core deposit intangible		—			400,000		(e )		400,000
Deferred taxes		913,303			(184,973	)	(f)		728,330
Other assets		362,636			(278,355	)	(g)		84,281
Total assets acquired	$	106,217,841		$	528,003			$	106,745,844

Liabilities assumed
Deposits	$	81,558,612		$	386,865		(h)	$	81,945,477
Borrowings		10,000,000			273,721		(i)		10,273,721
Advance payments by borrowers for taxes and insurance		646,661			—				646,661
Accrued expenses and other liabilities		446,588			—				446,588
Total liabilities assumed	$	92,651,861		$	660,586			$	93,312,447
Net assets acquired								$	13,433,397
Bargain purchase gain recorded at merger									1,933,397

Explanation of certain fair value related adjustments:

(a)

Represents the fair value adjustments on investment securities.

(b)

Represents the fair value adjustments on the net book value of loans, which includes an interest rate mark and

credit mark adjustment and the reversal of deferred fees/costs and premiums.

(c)

Represents the elimination of Gibraltar Bank allowance for loan losses.

(d)

Represents the fair value adjustments to reflect the fair value of land and buildings and premises and equipment,

which will be amortized on a straight-line basis over the estimated useful lives of the individual assets.

(e)

Represents the intangible assets recorded to reflect the fair value of core deposits.

The core deposit asset was recorded as an identifiable intangible asset and will be amortized on an

accelerated basis over the estimated average life of the deposit base.

(f)

Represents an adjustment to net deferred tax assets resulting from the fair value adjustments related to the acquired assets,

liabilities assumed and identifiable intangible assets recorded.

(g)

Represents an adjustment to other assets acquired.

(h)

Represents fair value adjustments on time deposits, which will be treated as a reduction of interest expense

over the remaining term of the time deposits.


(i)	Represents FHLB borrowing calculation to prepay borrowings, which will be treated as a reduction of interest expense

The fair value of loans acquired from Gibraltar Bank was estimated using cash flow projections based on the remaining maturity and repricing terms. Cash flows were adjusted by estimating future credit losses and the rate of prepayments. Projected monthly cash flows were then discounted to present value using a risk-adjusted market rate for similar loans. There was no carryover of Gibraltar’s Bank allowance for loan losses associated with the loans that were acquired. The core deposit intangible asset recognized is being amortized over its estimated useful life of approximately 10 years utilizing the sum-of-the-years digits method. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. Accordingly, the Company recognizes amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair value. Due to the complexity in valuing the assets acquired and liabilities assumed, and the significant amount of data inputs required, the valuation of the assets and liabilities acquired is not yet final. Fair value

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

estimates are based on the information available and are subject to change for up to one year after the closing date of the acquisition as additional information relative to the closing date fair values becomes available.

The fair value of purchased financial assets with credit impairment was $6.1 million on the date of acquisition. The gross contractual amounts receivable relating to the purchased financial assets with the credit impairment was $6.7 million.

The fair value of retail demand and interest bearing deposit accounts was assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. The fair value of time deposits was estimated by discounting the contractual future cash flows using market rates offered for time deposits of similar remaining maturities. The fair value of borrowings was based on the FHLB calculation to prepay borrowings with associated penalties.

NOTE 3 – SECURITIES AVAILABLE FOR SALE

The following table summarizes the amortized cost, fair value, and gross unrealized gains and losses of securities available for sale at March 31, 2021 and December 31, 2020:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
March 31, 2021
Corporate bonds due in:
One through five years	$	6,366,473	$	35,267	$	(1,005	)	$	6,400,735
Five through ten years		—		—		—			—
MBSs – residential		5,058,688		123,716		(2,017	)		5,180,387
Total	$	11,425,161	$	158,983	$	(3,022	)	$	11,581,122

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2020
Corporate bonds due in:
Less than one year	$	1,001,354	$	954	$	—		$	1,002,308
One through five years		5,369,527		31,407		(4,186	)		5,396,748
Five through ten years		—		—		—			—
MBSs – residential		5,359,734		114,426		(2,708	)		5,471,452
Total	$	11,730,615	$	146,787	$	(6,894	)	$	11,870,508

All of the mortgaged-backed securities MBS’s are issued by the following government sponsored agencies Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Government National Mortgage Association (“GNMA”).

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 3 – SECURITIES AVAILABLE FOR SALE (Continued)

There were no sales of securities during the three months ended March 31, 2021 and March 31, 2020.

The age of unrealized losses and the fair value of related securities as of March 31, 2021 and December 31, 2020 were as follows:

	Less Than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
March 31, 2021
Corporate bonds	$	—	$	—		$	1,004,863	$	(1,007	)	$	1,004,863	$	(1,007	)
MBSs – residential		154,687		(530	)		112,655		(1,485	)		267,342		(2,015	)
Total	$	154,687	$	(530	)	$	1,117,518	$	(2,492	)	$	1,272,205	$	(3,022	)

	Less Than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
December 31, 2020
Corporate bonds	$	—	$	—		$	2,005,441	$	(4,186	)	$	2,005,441	$	(4,186	)
MBSs – residential		271,340		(2,708	)		-		-			271,340		(2,708	)
Total	$	271,340	$	(2,708	)	$	2,005,441	$	(4,186	)	$	2,276,781	$	(6,894	)

Unrealized losses on corporate bonds available for sale have not been recognized into income because the issuer bonds are of high credit quality, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. At March 31, 2021, 100% of the mortgage-backed securities were issued by U.S. government-sponsored entities and agencies, primarily Fannie Mae and Freddie Mac, institutions which the government has affirmed its commitment to support. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Bank does not have the intent to sell these mortgage-backed securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Bank does not consider these securities to be other-than-temporary impaired at March 31, 2021. At March 31, 2021 and December 31, 2020, securities available for sale with a carrying value of $200,171 and $214,229, respectively, were pledged to secure public deposits.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 4 – SECURITIES HELD TO MATURITY

The following table summarizes the amortized cost, fair value, and gross unrecognized gains and losses of securities held to maturity at March 31, 2021 and December 31, 2020:

	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
March 31, 2021
U.S. Government-sponsored agencies due in:
More than ten years	$	2,000,439	$	—	$	(439	)	$	2,000,000
Corporate bonds due in:
Five through ten years		12,672,024		408,034		(64,463	)		13,015,595
Municipal obligations due in:
One through five years		3,818,767		29,391		—			3,848,158
Five through ten years		375,000		25,043		—			400,043
MBSs:
Residential		17,822,528		117,631		(371,643	)		17,568,516
Commercial		23,754,047		628,396		(211,861	)		24,170,582
Total	$	60,442,805	$	1,208,495	$	(648,406	)	$	61,002,894

	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
December 31, 2020
Corporate bonds due in:
Less than one year	$	1,501,179	$	13,616	$	—		$	1,514,795
One through five years		8,635,831		221,716		(2,520	)		8,855,027
Municipal obligations due in:
Less than one year		2,764,079		4,944		(141	)		2,768,882
One through five years		1,057,609		30,492		—			1,088,101
Five through ten years		375,000		32,201		—			407,201
MBSs:
Residential		11,906,884		144,863		(15,440	)		12,036,307
Commercial		31,263,861		997,319		(59,042	)		32,202,138
Total	$	57,504,443	$	1,445,151	$	(77,143	)	$	58,872,451

All of the MBS are issued by the following government sponsored agencies: FHLMC, FNMA and GNMA.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 4 – SECURITIES HELD TO MATURITY (Continued)

The age of unrecognized losses and the fair value of related securities were as follows:

	Less Than 12 Months					12 Months or More					Total
	Fair Value		Unrecognized Losses			Fair Value		Unrecognized Losses			Fair Value		Unrecognized Losses
March 31, 2021
Corporate Bonds	$	4,622,644	$	(64,463	)	$	—	$	—		$	4,622,644	$	(64,463	)
U.S. Government-sponsored agencies		2,000,000		(439	)		—		—			2,000,000		(439	)
MBSs – residential		8,109,272		(370,378	)		92,383		(1,265	)		8,201,655		(371,643	)
MBSs – commercial		6,278,731		(211,861	)		—		—			6,278,731		(211,861	)
Total	$	21,010,647	$	(647,141	)	$	92,383	$	(1,265	)	$	21,103,030	$	(648,406	)

	Less Than 12 Months					12 Months or More					Total
	Fair Value		Unrecognized Losses			Fair Value		Unrecognized Losses			Fair Value		Unrecognized Losses
December 31, 2020
Corporate Bonds	$	747,480	$	(2,520	)	$	—	$	—		$	747,480	$	(2,520	)
Municipal Bonds		1,436,454		(141	)		—		—			1,436,454		(141	)
MBSs – residential		2,403,485		(15,440	)		—		—			2,403,485		(15,440	)
MBSs – commercial		2,652,666		(59,042	)		—		—			2,652,666		(59,042	)
Total	$	7,240,085	$	(77,143	)	$	—	$	—		$	7,240,085	$	(77,143	)

Unrecognized losses have not been recognized into income because the issuers of the securities are of high credit quality, management does not intend to sell and it is not more likely than not that management would be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. The fair value is expected to recover as the securities approach maturity.

At March 31, 2021 and December 31, 2020, securities held to maturity with a carrying amount of $8,774,302 and $11,057,973, respectively, were pledged to secure repurchase agreements at the Federal Home Loan Bank of New York.

At March 31, 2021 and December 31, 2020, securities held to maturity with a carrying value of $4,107,705 and $4,327,429, respectively were pledged to secure public deposits.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 5 – LOANS

Loans are summarized as follows at March 31, 2021 and December 31, 2020:

	March 31, 2021			December 31, 2020
Real estate:
Residential	$	368,854,000		$	340,000,989
Commercial and multi-family real estate		190,267,098			171,634,451
Construction		12,605,419			9,930,959
Commercial and industrial		11,709,817			13,652,248
Consumer:
Home equity and other		28,497,317			24,713,380
Total loans		611,933,651			559,932,027
Allowance for loan losses		(2,182,174	)		(2,241,174	)
Net loans	$	609,751,477		$	557,690,853

The Bank has granted loans to officers and directors of the Bank. At March 31, 2021 and December 31, 2020, such loans totaled approximately $791,102 and $748,662, respectively.

As a qualified Small Business Administration lender, the Bank was automatically authorized to originate loans under the Paycheck Protection Program (“PPP”). During 2020, the Bank received and processed 113 PPP applications totaling approximately $10.5 million. The Bank is participating in the second round of PPP loans and during the first quarter of 2021, the Bank received and processed 46 applications totaling $5.7 million. All outstanding PPP loans are included in the table above under commercial and industrial loans.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 5 – LOANS (Continued)

The following table presents the activity in the allowance for loan losses by portfolio segments for the three months ended March 31, 2021 and 2020.

	Residential First Mortgage			Commercial and Multi- Family Real Estate		Construction		Consumer			Commercial and Industrial			Total
Three months March 31, 2021
Allowance for loan losses:
Beginning balance	$	1,254,174		$	841,000	$	45,000	$	87,000		$	14,000		$	2,241,174
(Credit) provision for loan losses		(68,500	)		8,000		3,000		(1,000	)		(500	)		(59,000	)
Loans charged off		—			—		—		—			—			—
Recoveries		—			—		—		—			—			—
Total ending allowance balance	$	1,185,674		$	849,000	$	48,000	$	86,000		$	13,500		$	2,182,174
March 31,2020
Allowance for loan losses:
Beginning balance	$	1,383,174		$	512,000	$	26,000	$	86,000		$	9,000		$	2,016,174
(Credit) provision for loan losses		(72,000	)		77,000		5,000		6,000			9,000			25,000
Loans charged off		—			—		—		—			—			—
Recoveries		—			—		—		—			—			—
Total ending allowance balance	$	1,311,174		$	589,000	$	31,000	$	92,000		$	18,000		$	2,041,174

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 5 – LOANS (Continued)

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segments and based on impairment method as of March 31, 2021 and December 31, 2020:

	Residential First Mortgage		Commercial and Multi- Family Real Estate		Construction		Consumer		Commercial and Industrial		Total
March 31, 2021
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	35,859	$	—	$	—	$	—	$	—	$	35,859
Collectively evaluated for impairment		1,149,815		849,000		48,000		86,000		13,500		2,146,315
Acquired with deteriorated credit quality		—		—		—		—		—		—
Total ending allowance balance	$	1,185,674	$	849,000	$	48,000	$	86,000	$	13,500	$	2,182,174
Loans:
Loans individually evaluated for impairment	$	1,113,051	$	221,717	$	—	$	18,917	$	—	$	1,353,685
Loans collectively evaluated for impairment		362,998,443		188,587,101		12,605,419		28,432,900		11,709,817		604,333,680
Loans acquired with deteriorated credit quality		4,742,506		1,458,280		—		45,500		—		6,246,286
Total ending loan balance	$	368,854,000	$	190,267,098	$	12,605,419	$	28,497,317	$	11,709,817	$	611,933,651
December 31, 2020
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	35,859	$	—	$	—	$	—	$	—	$	35,859
Collectively evaluated for impairment		1,218,315		841,000		45,000		87,000		14,000		2,205,315
Total ending allowance balance	$	1,254,174	$	841,000	$	45,000	$	87,000	$	14,000	$	2,241,174
Loans:
Loans individually evaluated for impairment	$	1,082,371	$	223,352	$	—	$	19,044	$	—	$	1,324,767
Loans collectively evaluated for impairment		338,918,618		171,411,099		9,930,959		24,694,336		13,652,248		558,607,260
Total ending loan balance	$	340,000,989	$	171,634,451	$	9,930,959	$	24,713,380	$	13,652,248	$	559,932,027

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 5 – LOANS (Continued)

Impaired loans as of and for the three months ended March 31, 2021 were as follows:

	Loans With no related allowance recorded		Loans with an allowance recorded		Amount of allowance for loan losses allocated
Residential first mortgages	$	935,685	$	177,366	$	35,859
Commercial and Multi-Family		221,717		—		—
Construction		—		—		—
Commercial & Industrial		—		—		—
Home equity & other consumer		18,917		—		—
	$	1,176,319	$	177,366	$	35,859

	Average Of individually Impaired loans for the
	Three months ended March 31, 2021
Residential first mortgages	$	1,217,094
Commercial and Multi-Family		222,534
Construction		—
Commercial & Industrial		—
Home equity & other consumer		18,980
	$	1,458,608

Impaired loans as of and for the year ended December 31, 2020 were as follows:

	Loans With no related allowance recorded		Loans with an allowance recorded		Amount of allowance for loan losses allocated
Residential first mortgages	$	904,730	$	177,641	$	35,859
Commercial and Multi-Family		223,352		—		—
Construction		—		—		—
Commercial & Industrial		—		—		—
Home equity & other consumer		19,044		—		—
	$	1,147,126	$	177,641	$	35,859

	Average Of individually Impaired loans for the
	Three months ended March 31, 2020
Residential first mortgages	$	1,231,715
Commercial and Multi-Family		—
Construction		—
Commercial & Industrial		—
Home equity & other consumer		9,866
	$	1,241,581

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 5 – LOANS (Continued)

The Bank has four residential loans totaling $744,447 and one commercial loan totaling $221,717 that were troubled debt restructurings (“TDRs”) as of March 31, 2021, with one loan totaling $177,366 with a specific reserve of $35,859. At December 31, 2020, the Bank had four residential loans totaling $750,035 and one commercial loan totaling $223,352 that were TDRs and one loan with a specific reserve of $35,859. The Bank has not committed to lend additional amounts as of March 31, 2021 and December 31, 2020 to customers with outstanding loans that are classified as TDRs. There were no loans modified as TDRs during the three-month periods ended March 31, 2021 or 2020. There were no TDRs in payment default within twelve months following the modification during the three months ended March 31, 2021 and 2020.

Nonaccrual loans and loans past due 90 days or more still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

Interest income recognized on impaired loans for the three months ended March 31, 2021 and March 31, 2020 was nominal.

The following table presents the recorded investment in nonaccrual and loans past due 90 days or more and still on accrual by class of loans as of March 31, 2021 and December 31, 2020:

	Nonaccrual		Loans Past Due 90 Days or More Still Accruing
March 31, 2021
Residential	$	946,919	$	—
Commercial and multi-family		—		—
Consumer		18,917		—
Total	$	965,836	$	—

December 31, 2020
Residential	$	673,539	$	—
Commercial and multi-family		—		—
Consumer		19,044		—
Total	$	692,583	$	—

The Bank had no other real estate owned at either March 31, 2021 or December 31, 2020.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 5 – LOANS (Continued)

The following table presents the aging of the recorded investment in past due loans as of March 31, 2021 and December 31, 2020, by class of loans:

	30-59 Days Past Due		60-89 Days Past Due		Greater than 89 Days Past Due		Total Past Due		Loans Not Past Due		Total
March 31, 2021
Residential	$	578,952	$	864,848	$	301,468	$	1,745,268	$	367,108,732	$	368,854,000
Commercial and multi-family		—		—		—		—		190,267,098		190,267,098
Construction		—		—		—		—		12,605,419		12,605,419
Commercial and industrial		—		—		—		—		11,709,817		11,709,817
Consumer		334,283		158,576		—		492,859		28,004,458		28,497,317
Total	$	913,235	$	1,023,424	$	301,468	$	2,238,127	$	609,695,524	$	611,933,651

December 31, 2020
Residential	$	—	$	702,497	$	24,628	$	727,125	$	339,273,864	$	340,000,989
Commercial and multi-family		—		—		—		—		171,634,451		171,634,451
Construction		—		—		—		—		9,930,959		9,930,959
Commercial and industrial		—		—		—		—		13,652,248		13,652,248
Home Equity & Consumer		160,382		—		—		160,382		24,552,998		24,713,380
Total	$	160,382	$	702,497	$	24,628	$	887,507	$	559,044,520	$	559,932,027

Loans greater than 89 days past due are considered to be nonperforming.

Credit Quality Indicators

The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Bank analyzes loans individually by classifying the loans as to credit risk. Commercial and multi-family real estate, commercial and industrial and construction loans are graded on an annual basis. Residential and consumer loans are primarily evaluated based on performance. Refer to the immediately preceding table for the aging of the recorded investment of these loan segments. The Bank uses the following definitions for risk ratings:

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard – Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above are considered to be Pass rated loans.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 5 – LOANS (Continued)

Based on the most recent analysis performed, the risk category of loans by class is as follows:

	Pass		Special Mention		Substandard		Doubtful		Totals
March 31, 2021
Residential	$	367,117,810	$	472,320	$	1,263,870	$	—	$	368,854,000
Commercial and multi-family		188,226,646		—		2,040,452		—		190,267,098
Construction		12,605,419		—		—		—		12,605,419
Commercial and industrial		11,709,817		—		—		—		11,709,817
Consumer		28,478,400		—		18,917		—		28,497,317
Total	$	608,138,092	$	472,320	$	3,323,239	$	—	$	611,933,651

December 31, 2020
Residential	$	338,786,939	$	567,766	$	646,284	$	—	$	340,000,989
Commercial and multi-family		170,181,704		—		1,452,747		—		171,634,451
Construction		9,930,959		—		—		—		9,930,959
Commercial and industrial		13,652,248		—		—		—		13,652,248
Consumer		24,694,336		—		19,044		—		24,713,380
Total	$	557,246,186	$	567,766	$	2,118,075	$	—	$	559,932,027

Note 6 – Commitments and Contingencies

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments primarily include commitments to extend credit. Such instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. The contractual amounts of these instruments reflect the extent of involvement the Bank has in those particular classes of financial instruments.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 6 – Commitments and Contingencies (Continued)

The Bank had outstanding firm commitments, all of which expire within two months, to originate, loans at March 31, 2021 and December 31, 2020 is as follows:

	March 31, 2021		December 31, 2020
Fixed Rate
Residential mortgage loans	$	8,700,200	$	8,524,000
Commercial real estate		—		1,830,000
Commercial and industrial		—		—
Construction		—		—
Home equity		30,000		2,135,000
Total	$	8,730,200	$	12,489,000

	March 31, 2021		December 31, 2020
Variable Rate
Residential mortgage loans	$	—	$	1,500,000
Commercial real estate		1,695,000		4,675,000
Construction		—		—
Home equity		1,109,250		—
Total	$	2,804,250	$	6,175,000

Commitments to make loans are generally made for periods of 90 days or less. The fixed rate loan commitments have interest rates ranging from 2.990% to 4.375% and maturities ranging from 10 years to 30 years.

At March 31, 2021 and December 31, 2020, undisbursed funds from approved lines of credit under a homeowners’ equity lending program amounted to $46,603,606 and $41,774,944, respectively. At March 31, 2021 and December 31, 2020, undisbursed funds from approved lines of credit under a business line of credit program amounted to $414,598 and $427,827, respectively. Unless they are specifically cancelled by notice from the Bank, these funds represent firm commitments available to the respective borrowers on demand.

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. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments 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 counterparty. Collateral held varies but primarily includes commercial and residential real estate.

The Bank leases certain Bank properties and equipment under operating leases. Rent expense was $25,751 and $9,629 for the three months ended March 31, 2021 and 2020, respectively.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 7 – FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a bank’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Bank used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

The Bank’s available-for-sale portfolio is carried at estimated fair value on a recurring basis, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss in stockholders’ equity. The securities available-for-sale portfolio consists of corporate bonds and mortgage-backed securities. The fair values of these securities are obtained from an independent nationally recognized pricing service. An independent pricing service provides prices which are categorized as Level 2, as quoted prices in active markets for identical assets are generally not available for the securities.

Assets measured at fair value on a recurring basis are summarized below:

	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of March 31, 2021
Securities available for sale:
Corporate bonds	$	6,400,735	$	—	$	6,400,735	$	—
MBSs - residential		5,180,387		—	$	5,180,387		—
	$	11,581,122	$	—	$	11,581,122	$	—
As of December 31, 2020
Securities available for sale:
Corporate bonds	$	6,399,056	$	—	$	6,399,056	$	—
MBSs - residential		5,471,452		—		5,471,452		—
	$	11,870,508	$	—	$	11,870,508	$	—

There were no transfers between level 1 and level 2 during the nine months ended March 31, 2021 and December 31, 2020.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 7 – FAIR VALUE (Continued)

The carrying amounts and estimated fair values of financial instruments, at March 31, 2021 and December 31, 2020, are as follows:

	Carrying		Fair		Fair Value Measurement Placement
	Amount		Value		(Level 1)		(Level 2)		(Level 3)
	(In thousands)
March 31, 2021
Financial instruments - assets
Cash and due from banks	$	125,980	$	125,980	$	125,980	$	—	$	—
Investment securities held-to-maturity		60,443		61,003		—		61,003		—
Loans		606,257		602,905		—		—		602,905
Financial instruments - liabilities
Certificates of deposit		385,938		388,870		—		388,870		—
Borrowings		107,840		109,425		—		109,425		—

	Carrying		Fair		Fair Value Measurement Placement
	Amount		Value		(Level 1)		(Level 2)		(Level 3)
	(In thousands)
December 31, 2020
Financial instruments - assets
Cash and due from banks	$	80,386	$	80,386	$	80,386	$	—	$	—
Investment securities held-to-maturity		57,504		58,872		—		58,872		—
Loans		557,691		544,392		—		—		544,392
Financial instruments - liabilities
Certificates of deposit		356,364		359,465		—		359,465		—
Borrowings		104,291		106,159		—		106,159		—

Carrying amount is the estimated fair value for cash and cash equivalents. The fair value of loans is determined using an exit price methodology. Certificates of deposits fair value is estimated by using a discounted cash flow approach. Fair value of FHLB advances is based on current rates for similar financing. The fair value of off-balance sheet items is not considered material.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 8 – ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss included in equity (net of tax) for the three months ended March 31, 2021 and 2020 is as follows:

	Unrealized gain and losses on available for sale securities			Benefit plans			Total
Three months March 31, 2021
Beginning balance at January 1, 2021	$	100,569		$	(373,582	)	$	(273,013	)
Other comprehensive gain		11,551			31,381			42,932
Amounts reclassified		—			—			—
Net period comprehensive income		11,551			31,381			42,932
Ending balance	$	112,120		$	(342,201	)	$	(230,081	)

March 31, 2020
Beginning balance at January 1, 2020	$	111,892		$	(425,557	)	$	(313,665	)
Other comprehensive loss before reclassification		(141,430	)		27,898			(113,532	)
Amounts reclassified		—			—			—
Net period comprehensive loss		(141,430	)		27,898			(113,532	)
Ending balance	$	(29,538	)	$	(397,659	)	$	(427,197	)

NOTE 9 – EMPLOYEE STOCK OWNERSHIP PLAN

In connection with our mutual-to-stock reorganization and stock offering, the Bank established an employee stock ownership plan (“ESOP”), which acquired 515,775 shares of the Company’s common stock equaling 4% of the shares issued, including shares issued to the Bogota Savings Bank Charitable Foundation. The ESOP is a tax-qualified retirement plan providing employees the opportunity to own Company stock. Bank contributions to the ESOP are allocated to eligible participants on the basis of compensation, subject to federal tax limits. The number of shares to be allocated annually is 25,789 through 2039.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Management’s discussion and analysis of financial condition and results of operations at March 31, 2021 and for the three months ended March 31, 2021 and March 31, 2020 is intended to assist in understanding the financial condition and results of operations of Bogota Financial Corp. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto appearing in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to:

•

statements of our goals, intentions and expectations;

•

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

•

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

•

estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

•

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

•

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

•

our ability to access cost-effective funding;

•

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

•

demand for loans and deposits in our market area;

•

our ability to continue to implement our business strategies;

•

competition among depository and other financial institutions;

•

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

•

adverse changes in the securities markets;

•

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

•

our ability to manage market risk, credit risk and operational risk;

•

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

•

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

•

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

•

changes in consumer spending, borrowing and savings habits;

•

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

•

our ability to retain key employees;

•

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

•

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

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and whether the gradual reopening of businesses will result in a meaningful increase in economic activity. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations: demand for our products and services may decline, making it difficult to grow assets and income;

•

if the economy is unable to substantially reopen or remain open, and higher levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;

•

collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;

•

our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;

•

the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;

•

our cyber security risks are increased as the result of an increase in the number of employees working remotely;

•

we rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us; and

•

Federal Deposit Insurance Corporation premiums may increase if the agency experience additional resolution costs.

Moreover, our future success and profitability substantially depends on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our

business or execute our business strategy. We may not be successful in finding and integrating suitable successors in the event of key employee loss or unavailability.

Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations and prospects.

Acquisition of Gibraltar

On February 28, 2021, the Company completed its acquisition of Gibraltar Bank. As a part of the transaction, the Company issued 1,267,916 shares of its common stock to Bogota Financial, MHC. The conversion and consolidation of data processing platforms, systems and customer files is expected to occur on or about August 16, 2021.

As of February 28, 2021, Gibraltar had $106.2 million of assets, gross loans of $77.7 million and deposits of $81.6 million and operated from three offices located in Newark, Oak Ridge and Parsippany, New Jersey in Morris and Essex Counties.

Critical Accounting Policies

A summary of our accounting policies is described in Note 1 to the unaudited consolidated financial statements included with our Annual Report on Form 10-K at and for the year ended December 31, 2020. Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Actual results could differ from these judgments and estimates under different conditions, resulting in a change that could have a material impact on the carrying values of our assets and liabilities and our results of operations. Management believes that the most critical accounting policy, which involves the most complex or subjective decisions or assessments, is as follows:

Allowance for Loan Losses. The allowance for loan losses is the amount estimated by management as necessary to absorb credit losses incurred in the loan portfolio that are both probable and reasonably estimable at the relevant balance sheet date. The amount of the allowance is based on significant estimates, and the ultimate losses may vary from such estimates as more information becomes available or conditions change. The methodology for determining the allowance for loan losses is considered a critical accounting policy by management due to the high degree of judgment involved, the subjectivity of the assumptions used and the potential for changes in the economic environment that could result in changes to the amount of the recorded allowance for loan losses.

As a substantial percentage of our loan portfolio is collateralized by real estate, appraisals of the underlying value of property securing loans are critical in determining the amount of the allowance required for specific loans. Assumptions are instrumental in determining the value of properties. Overly optimistic assumptions or negative changes to assumptions could significantly affect the valuation of a property securing a loan and the related allowance. Management reviews the assumptions supporting such appraisals to determine that the resulting values reasonably reflect amounts realizable on the related loans.

Management performs an evaluation of the adequacy of the allowance for loan losses at least quarterly. We consider a variety of factors in establishing this estimate including current economic conditions, delinquency statistics, geographic concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal loan reviews and other relevant factors. This evaluation is inherently subjective as it requires material estimates by management that may be susceptible to significant change based on changes in economic and real estate market conditions.

The evaluation has specific and general components. The specific component relates to loans that are deemed to be impaired and classified as special mention, substandard, doubtful, or loss. For such loans that are also classified as impaired, an allowance is generally established when the collateral value of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors.

Actual loan losses may be significantly more than the allowance we have established which could have a material negative effect on our financial results. See Note 1 to the Notes to the consolidated financial statements for a complete discussion of the allowance for loan losses.

COVID-19

COVID-19 has adversely impacted a broad range of industries in which the Company’s customers operate and could impair their ability to fulfill their financial obligations. The pandemic caused significant disruption in the U.S. economy and disrupted banking and other financial activity in the areas in which the Company operates.

Congress, the President and the banking regulators have taken several actions designed to cushion the economic fallout, including enactment of the Coronavirus Aid Relief and Economic Security (“CARES”) Act at the end of March 2020. The goal of the CARES Act is to prevent severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. On December 27, 2020, the 2021 Consolidated Appropriations Act, which was enacted as part of an omnibus spending bill for the 2021 federal fiscal year, included provisions intended to provide additional aid to those impacted by the pandemic. In addition to the general impact of COVID-19, certain provisions of the CARES Act, the 2021 Consolidated Appropriations Act as well as other legislative and regulatory relief efforts are expected to have a material impact on the Company’s operations.

The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global response to contain COVID-19 is unsuccessful or the effects of the pandemic continue or worsen, the Company may continue to experience a material adverse effect on its business, financial condition, results of operations and cash flows.

As of March 31, 2021, the Bank had granted $67.9 million of loan modifications, which represented 11.6% of the total loan portfolio, allowing customers who were affected by the COVID-19 pandemic to defer principal and/or interest payments. These short-term loan modifications were treated in accordance with Section 4013 of the CARES Act and will not be treated as troubled debt restructurings during the short-term modification period if the loan was not in arrears at December 31, 2019. Furthermore, these loans will continue to accrue interest. Of the 172 loans to which loan modifications were granted only five loans have requested additional deferrals as of March 31, 2021. The five loans still on deferral represents $708,000 or 0.1% of net loans, all of which are within the one-to-four family residential real estate portfolio.

Financial position and results of operations

The Company’s fee income will be reduced due to COVID-19. In keeping with the guidance from regulators, the Company is actively working with COVID-19 affected customers to waive fees from a variety of sources, such as, but not limited to, insufficient funds, account maintenance, minimum balance, and ATM fees. These reductions in fees are thought to be temporary in conjunction with the length of the COVID-19 related economic crisis. At this time, the Company is unable to project the materiality of such an impact.

The Company’s interest income could be reduced due to COVID-19. In keeping with the guidance from the regulators, the Company is actively working with COVID-19 affected borrowers to defer payments, interest and fees. While interest and fees will accrue to income through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, interest income and fees accrued would need to be reversed. As a result, interest income in future periods could be negatively impacted.

Credit and asset quality

The Company is working with customers affected by COVID-19. As a result of the current economic crisis caused by the COVID-19 virus, the Company is engaging in more frequent communication with borrowers to better understand their situation and challenges faced. The extent to which industries, or the tangential impact of those industries to other borrowers or industries are impacted will likely be in direct proportion to the duration and depth of the COVID-19 pandemic.

The Company is also providing assistance to individuals and small business clients directly impacted by the COVID-19 pandemic by allowing borrowers to modify their loans. Under the CARES Act, loans less than 30 days

past due as of December 31, 2019 will be considered current for the COVID-19 modifications. Loans that were modified due to COVID-19 will not be classified as a troubled debt restructurings (“TDR”). As of March 31, 2021, the Bank had approved loan modifications for 11.6% of the total loan portfolio allowing borrowers to defer principal and/or interest payments. Of the 172 loans to which loan modifications were granted only five loans have requested additional deferrals as of March 31, 2021. The five loans still on deferral represents $708,000 or 0.1% of net loans and all the loans, all of which are within the one-to-four family residential real estate portfolio.

The CARES Act authorized the Small Business Administration (“SBA”) to temporarily guarantee loans under a new 7(a) program called the Paycheck Protection Program (“PPP”). PPP loans will have: (a) an interest rate of 1.0%, (b) a five-year loan term to maturity for loans made on or after June 5, 2020 (loans made prior to June 5, 2020 have a two-year term, however borrowers and lenders may mutually agree to extend the maturity for such loans to five years); and (c) principal and interest payments deferred for six months from the date of disbursement. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be forgiven under the PPP if employee and compensation levels of the business are maintained and 60% of the loan proceeds are used for payroll expenses, with the remaining 40% of the loan proceeds used for other qualifying expenses. The 2021 Consolidated Appropriations Act signed into law on December 27, 2020, approved an additional $286,000,000 for PPP loans.

As a qualified Small Business Administration lender, the Bank was automatically authorized to originate loans under the Paycheck Protection Program (“PPP”). During 2020, the Bank received and processed 113 PPP applications totaling $10.5 million. The Bank is participating in the second round of PPP loans and during the first quarter of 2021, the Bank received and processed 46 PPP applications totaling $5.7 million.

Comparison of Financial Condition at March 31, 2021 and December 31, 2020

Total Assets. Total assets increased $103.0 million, or 13.9%, to $843.9 million from December 31, 2020 primarily due to acquiring $106.0 million in assets from the Gibraltar Bank acquisition. The increase in assets reflected a $45.6 million, or 56.7%, increase in cash and cash equivalents to $126.0 million, a $2.9 million, or 5.1%, increase in securities held-to-maturity and a $52.1 million, or 9.3%, increase in loans.

Cash and Cash Equivalents. Total cash and cash equivalents increased $45.6 million, or 56.7%, to $126.0 million at March 31, 2021 from $80.4 million at December 31, 2020. The increase was primarily due to $19.3 million in cash from the Gibraltar Bank acquisition, $19.6 million in repayments of residential loans and the sale of $6.3 million of residential loans.

Securities Available for Sale. Total securities available for sale decreased $289,000, or 2.4%, to $11.6 million at March 31, 2021 from $11.9 million at December 31, 2020. The decrease was due to maturities of mortgage-backed securities.

Securities Held to Maturity. Total securities held to maturity increased $2.9 million, or 5.1%, to $60.4 million at March 31, 2021 from $57.5 million at December 31, 2020, primarily to $7.1 million in purchases of securities and $7.0 million of securities acquired from Gibraltar Bank, which was offset by repayments in mortgage-backed securities. The increase in securities held to maturity reflected a $2.5 million increase in corporate bonds, offset by a $2.0 million decrease in U.S. government agency obligations and a $1.6 million decrease in mortgage-backed securities.

Net Loans. Net loans increased $52.1 million, or 9.3%, to $609.8 million at March 31, 2021 from $557.7 million at December 31, 2020. The increase was due to a $18.6 million, or 10.9%, increase in commercial and multi-family real estate loans to $190.3 million at March 31, 2021 from $171.6 million at December 31, 2020, an increase of $28.9 million, or 8.5% in one- to-four residential real estate loans to $368.9 million at March 31, 2021 from $340.0 million at December 31, 2020, an increase of $2.7 million, or 26.9%, in construction real estate loans to $12.6 million at March 31, 2021 from $9.9 million at December 31, 2020, an increase of $3.8 million or 15.3% in consumer loans to $28.5 million at March 31, 2021 from $24.7 million at December 31, 2020, partially offset by a decrease of $1.9 million, or 14.2%, in commercial and industrial loans to $11.7 million at March 31, 2021 from $13.7 million as of December 31, 2020. The increase in loans was primarily due to the $76.8 million of loans acquired from Gibraltar Bank, which offset by residential loan pay downs and the sale of $6.3 million of residential loans. The decrease in commercial and industrial loans was due to the forgiveness and repayment of $7.9 million of PPP loans that were originated in 2020.

Deposits. Total deposits increased $82.4 million, or 16.4%, to $584.4 million at March 31, 2021 from $502.0 million at December 31, 2020. The increase in deposits reflected an increase in interest bearing deposits of $74.6 million, or 15.7%, to $549.6 million as of March 31, 2021 from $474.9 million at December 31, 2020 and an increase in non-interest bearing deposits of $7.8 million, or 28.8%, to $34.9 million as of March 31, 2021 from $27.1 million as of December 31, 2020. The increases are primarily due to the $81.4 million of deposits acquired from Gibraltar Bank.

At March 31, 2021, municipal deposits totaled $26.6 million, which represented 4.4% of total deposits, and brokered deposits totaled $53.2 million, which represented 9.1% of total deposits. At December 31, 2020, municipal deposits totaled $37.6 million, which represented 7.5% of total deposits, and brokered deposits totaled $54.2 million, which represented 10.8% of total deposits.

Borrowings. Federal Home Loan Bank of New York borrowings increased $3.6 million, or 3.4%, to $107.8 million at March 31, 2021 from $104.3 million at December 31, 2020, as $10.3 million of borrowings was assumed from Gibraltar Bank, offset by maturities of $6.4 million of FHLB advances. The weighted average rate of borrowings was 1.75% and 1.64% as of March 31, 2021 and December 31, 2020, respectively.

Total Equity. Stockholders’ equity increased $14.6 million to $143.1 million, primarily due to the $11.5 million of stock issued from the merger and the $3.0 million of net income for the three months ended March 31, 2021. At March 31, 2021, the Company’s ratio of average stockholders’ equity-to-total assets was 17.25%, compared to 16.97% at December 31, 2020.

Average Balance Sheets and Related Yields and Rates

The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are not material.

	Three Months Ended March 31,
	2021								2020
	Average Balance			Interest and Dividends		Yield/ Cost ⁽³⁾			Average Balance			Interest and Dividends		Yield/ Cost ⁽³⁾
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	88,314		$	49		0.23	%	$	78,260		$	282		1.44	%
Loans		574,071			5,465		3.81	%		540,814			5,097		3.77	%
Securities		74,842			686		3.72	%		66,749			443		2.65	%
Other interest-earning assets		6,039			74		4.97	%		5,733			95		6.67	%
Total interest-earning assets		743,266			6,274		3.42	%		691,556			5,917		3.43	%

Non-interest-earning assets		32,171								28,007
Total assets	$	775,437							$	719,563
Liabilities and equity:
NOW and money market accounts	$	90,461		$	109		0.49	%	$	47,707		$	132		1.11	%
Savings accounts		41,892			22		0.21	%		29,283			19		0.25	%
Certificates of deposit		367,036			1,133		1.25	%		393,418			2,165		2.21	%
Total interest-bearing deposits		499,389			1,264		1.03	%		470,408			2,316		1.98	%

Federal Home Loan Bank advances		104,449			431		1.67	%		97,032			517		2.14	%
Total interest-bearing liabilities		603,838			1,695		1.14	%		567,440			2,833		2.00	%
Non-interest-bearing deposits		27,502								30,245
Other non-interest-bearing liabilities		10,307								4,837
Total liabilities		641,647								602,522

Total equity		133,790								117,041
Total liabilities and equity	$	775,437							$	719,563
Net interest income				$	4,579							$	3,084
Interest rate spread ⁽¹⁾							2.28	%							1.42	%
Net interest margin ⁽²⁾							2.50	%							1.79	%
Average interest-earning assets to average interest-bearing liabilities		123	%							122	%

(1)	Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(2)	Net interest margin represents net interest income divided by average total interest-earning assets.

(3)	Annualized.

Rate/Volume Analysis

The following table sets forth the effects of changing rates and volumes on net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

	Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
	Increase (Decrease) Due to
	Volume			Rate			Net
	(In thousands)
Interest income:
Cash and cash equivalents	$	23		$	(256	)	$	(233	)
Loans receivable		1,274			(906	)		368
Securities		297			(54	)		243
Other interest earning assets		15			(36	)		(21	)
Total interest-earning assets		1,609			(1,252	)		357

Interest expense:
NOW and money market accounts		209			(232	)		(23	)
Savings accounts		26			(23	)		3
Certificates of deposit		(330	)		(702	)		(1,032	)
Federal Home Loan Bank advances		124			(210	)		(86	)
Total interest-bearing liabilities		29			(1,167	)		(1,138	)
Net increase (decrease) in net interest income	$	1,580		$	(85	)	$	1,495

Comparison of Operating Results for the Three Months Ended March 31, 2021 and March 31, 2020

General. Net income increased by $4.3 million, or 324.9%, to $3.0 million for the three months ended March 31, 2021 from net loss of $1.3 million for the three months ended March 31, 2020. The increase was due to increases in net interest income of $1.5 million, increases in non-interest income of $2.2 million, decreases in non-interest expense of $1.6 million and a decrease in the provision for loan losses of $84,000, offset by an increase in income tax expense of $1.1 million.

Interest Income. Interest income increased $357,000, or 6.0%, to $6.3 million for the three months ended March 31, 2021. The increase reflected a $51.7 million increase in the average balance of interest-earnings assets, offset by a one basis points decrease in the average yield on interest-earning assets to 3.42% for the three months ended March 31, 2021 from 3.43% for the three months ended March 31, 2020.

Interest income on cash and cash equivalents decreased $233,000, or 82.6%, to $49,000 for the three months ended March 31, 2021 from $282,000 for the three months ended March 31, 2020 due to a 121 basis point decrease in the average yield on cash and cash equivalents from 1.44% for the three months ended March 31, 2020 to 0.23% for the three months ended March 31, 2021 due to the lower interest rate environment. The decrease was offset by a $10.1 million increase in the average balance of cash and cash equivalents to $88.3 million for the three months ended March 31, 2021 from $78.3 million for the three months ended March 31, 2020.

Interest income on loans increased $368,000, or 7.2%, to $5.5 million for the three months ended March 31, 2021 from $5.1 million for the three months ended March 31, 2020 due to a $33.3 million increase in the average balance of loans to $574.1 million for the three months ended March 31, 2021 from $540.8 million for the three months ended March 31, 2020. The increase in the average balance of loans reflected our continued efforts to increase our loan originations and the loans acquired from Gibraltar Bank. The increase was supplemented by a four basis point increase in the average yield on loans from 3.77% for the three months ended March 31, 2020 to 3.81% for the three months ended March 31, 2021 due to a higher rate environment when comparing the two periods.

Interest income on securities increased $243,000, or 55.0%, to $686,000 for the three months ended March 31, 2021 from $443,000 for the three months ended March 31, 2020 due to a $8.1 million increase in the average balance of securities to $74.8 million for the three months ended March 31, 2021 from $66.7 million for the three months ended March 31, 2020 and a 107 basis point increase in the average yield from 2.65% for the three months ended March 31, 2020 to 3.72% for the three months ended March 31, 2021.

Interest Expense. Interest expense decreased $1.1 million, or 40.2%, to $1.7 million for the three months ended March 31, 2021 from $2.8 million for the three months ended March 31, 2020. The decrease primarily reflected a 86 basis point decrease in the average cost of interest-bearing liabilities to 1.14% for the three months ended March 31, 2021 from 2.00% for the three months ended March 31, 2020.

Interest expense on interest-bearing deposits decreased $1.1 million, or 45.4%, to $1.3 million for the three months ended March 31, 2021 from $2.3 million for the three months ended March 31, 2020. The decrease was due primarily to 95 basis point decrease in the average cost of interest-bearing deposits to 1.03% for the three months ended March 31, 2021 from 1.98% for the three months ended March 31, 2020. The decrease in the average cost of deposits was due to the lower interest rate environment and an increase in the average balance of lower-cost transaction accounts and a decrease in the average balance of higher cost certificates of deposit. This decrease was offset by a $29.0 million increase in the average balance of deposits to $499.4 million for the three months ended March 31, 2021 from $470.4 million for the three months ended March 31, 2020.

Interest expense on Federal Home Loan Bank borrowings decreased $86,000, or 16.6%, from $517,000 for the three months ended March 31, 2020 to $431,000 for the three months ended March 31, 2021. The decrease was primarily due to the lower interest rate environment, as the average cost of borrowings decreased 47 basis point to 1.67% for the three months ended March 31, 2021 from 2.14% for the three months ended March 31, 2020.

Net Interest Income. Net interest income increased $1.5 million, or 48.5%, to $4.6 million for the three months ended March 31, 2021 from $3.1 million for the three months ended March 31, 2020. The increase reflected a 86 basis point increase in our net interest rate spread to 2.28% for the three months ended March 31, 2021 from 1.42% for the three months ended March 31, 2020. Our net interest margin increased 71 basis points to 2.50% for the three months ended March 31, 2021 from 1.79% for the three months ended March 31, 2020.

Provision for Loan Losses. We recorded a credit for loan losses of $59,000 for the three months ended March 31, 2021 compared to a $25,000 provision for loan losses for the three-month period ended March 31, 2020. Lower balances in residential loans, a more positive economic environment and continued strong asset quality metrics were the reasons for the provision during the three months ended March 31, 2021. The Bank continues to have a low level of delinquent and non-accrual loans in the portfolio, as well as no charge-offs. Non-performing assets were $966,000, or 0.11% of total assets, at March 31, 2021. The allowance for loan losses was $2.2 million, or 0.36% of loans outstanding and 225.9% of nonperforming loans, at March 31, 2021.

Non-Interest Income. Non-interest income increased by $2.2 million, or 1,810.2%, to $2.3 million for the three months ended March 31, 2021 from $121,000 for the three months ended March 31, 2020. The increase was due to the $1.9 million bargain purchase gain associated with the Gibraltar Bank acquisition and a $236,000 gain on sale of $6.3 million residential loans during the three months ended March 31, 2021.

Non-Interest Expense. For the three months ended March 31, 2021, non-interest expense decreased $1.6 million to $3.4 million, over the comparable 2020 period. Expenses for the three months ended March 31, 2020 included the $2.9 million contribution to the Bogota Charitable Foundation. Professional fees increased $445,000, or 336.2%, due in part to merger expenses of $318,000 associated with the Gibraltar Bank acquisition. Salaries and employee benefits increased $281,000, or 22.4%, attributable to adding the new Gibraltar employees. Data processing expense increased $422,000, or 289.2%, due to core conversion costs and higher data processing expense. The increase of other general operating expenses was mainly due to increase occupancy costs for the acquired Gibraltar Bank branches and the branch location in Hasbrouck Heights expected to be opened in June.

Income Tax Expense. Income tax expense increased $1.1 million, or 193.4%, to $518,000 for the three months ended March 31, 2021 from a benefit of $555,000 for the three months ended March 31, 2020. The increase was due to $5.4 million of higher taxable income.

Management of Market Risk

General. The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage our exposure to changes in market interest rates. Accordingly, our board of directors has established an Asset/Liability Management Committee (the “ALCO”), which is comprised of three members of executive management and two independent directors, which oversees the asset/liability management processes and related procedures. The ALCO meets on at least a quarterly basis and reviews asset/liability strategies, liquidity positions, alternative funding sources, interest rate risk measurement reports, capital levels and economic trends at both national and local levels. Our interest rate risk position is also monitored quarterly by the board of directors.

We manage our interest rate risk to minimize the exposure of our earnings and capital to changes in market interest rates. We have implemented the following strategies to manage our interest rate risk: originating and purchasing loans with adjustable interest rates; promoting core deposit products; monitoring the length of our borrowings with the Federal Home Loan Bank and brokered deposits depending on the interest rate environment; maintaining a portion of our investments as available-for-sale; diversifying our loan portfolio; and strengthening our capital position. By following these strategies, we believe that we are better positioned to react to changes in market interest rates.

Net Portfolio Value Simulation. We analyze our sensitivity to changes in interest rates through a net portfolio value of equity (“NPV”) model. NPV represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities, adjusted for the value of off-balance sheet contracts. The NPV ratio represents the dollar amount of our NPV divided by the present value of our total assets for a given interest rate scenario. NPV attempts to quantify our economic value using a discounted cash flow methodology while the NPV ratio reflects that value as a form of capital ratio. We estimate what our NPV would be at a specific date. We then calculate what the NPV would be at the same date throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve. We currently calculate NPV under the assumptions that interest rates increase 100, 200, 300 and 400 basis points from current market rates and that interest rates decrease 100 points from current market rates.

The following table presents the estimated changes in our net portfolio value that would result from changes in market interest rates as March 31, 2021. All estimated changes presented in the table are within the policy limits approved by the board of directors.

	NPV								NPV as Percent of Portfolio Value of Assets
	(Dollars in thousands)
Basis Point (“bp”) Change in Interest Rates	Dollar Amount		Dollar Change			Percent Change			NPV Ratio			Change
400 bp	$	123,830	$	(1,708	)		(1.36	)%		16.11	%		(19.29	)%
300 bp		129,126		3,588			2.86			16.39			11.35
200 bp		133,023		7,485			5.96			16.45			11.75
100 bp		132,288		6,750			5.37			15.93			8.22
—		125,538		—			—			14.72
(100) bp		137,820		12,282			9.78			14.68			0.27

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

Net Interest Income Analysis. We also use income simulation to measure interest rate risk inherent in our balance sheet at a given point in time by showing the effect on net interest income, over specified time frames and using different interest rate shocks and ramps. The assumptions include management’s best assessment of the effect of changing interest rates on the prepayment speeds of certain assets and liabilities, projections for account balances in each of the product lines offered and the historical behavior of deposit rates and balances in relation to changes in interest rates. These assumptions are subject to change, and as a result, the model is not expected to precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income. Actual results will differ from the simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in the balance sheet composition and market conditions. Assumptions are supported with quarterly back testing of the model to actual market rate shifts.

As of March 31, 2021, net interest income simulation results indicated that its exposure over one year to changing interest rates was within our guidelines. The following table presents the estimated impact of interest rate changes on our estimated net interest income over one year:

Changes in Interest Rates (basis points)⁽¹⁾		Change in Net Interest Income Year One (% change from year one base)
400		24.90%
300		19.0
200		13.6
100		7.1
—		—
(100)		2.0

(1)	The calculated change in net interest income assumes an instantaneous parallel shift of the yield curve.

The preceding simulation analyses does not represent a forecast of actual results and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, which are subject to change, including: the nature and timing of interest rate levels including the yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits,

reinvestment/replacement of asset and liability cash flows, and others. Also, as market conditions vary, prepayment/refinancing levels, the varying impact of interest rate changes on caps and floors embedded in adjustable-rate loans, early withdrawal of deposits, changes in product preferences, and other internal/external variables will likely deviate from those assumed.

Liquidity and Capital Resources

Liquidity. Liquidity describes our ability to meet the 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. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from calls, maturities and sales of securities and sales of loans. We also have the ability to borrow from the Federal Home Loan Bank of New York. At March 31, 2021, we had the ability to borrow up to $276.9 million, of which $107.8 million was outstanding and $1.5 million was utilized as collateral for letters of credit issued to secure municipal deposits. At March 31, 2021, we had $51.0 million in unsecured lines of credit with four correspondent banks with no outstanding balance.

The board of directors is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we had enough sources of liquidity to satisfy our short- and long-term liquidity needs as of March 31, 2021.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any period. At March 31, 2021, cash and cash equivalents totaled $126.0 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $11.6 million at March 31, 2021.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate we will have sufficient funds to meet our current funding commitments. Certificates of deposit due within one year of March 31, 2021 totaled $291.4 million, or 50.0% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other deposits and Federal Home Loan Bank of New York advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

Capital Resources. We are subject to various regulatory capital requirements administered by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation. At March 31, 2021, we exceeded all applicable regulatory capital requirements, and were considered “well capitalized” under regulatory guidelines. As a result of the Economic Growth, Regulatory Relief, and Consumer Protection Act, as modified in April 2020, the federal banking agencies were required to develop a “Community Bank Leverage Ratio” (the ratio of a bank's Tier 1 “equity capital to average total consolidated assets) for financial institutions with less than $10 billion. A “qualifying community bank” with capital exceeding 9% will be considered compliant with all applicable regulatory capital and leverage requirements, including the capital requirements to be considered "well capitalized” under Prompt Corrective Action statutes. As a result of the CARES Act, the ratio was temporarily reduced to 8% for calendar year 2020 and 8.5% for calendar year 2021. in response to COVID-19. As of March 31, 2021, the Bank is reporting as a qualifying community bank with a ratio of 17.09%.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Information with respect to quantitative and qualitative disclosures about market risk can be found in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Management of Market Risk.”

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 March 31, 2021. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the three months ended March 31, 2021, 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 not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. At March 31, 2021, we were not involved in any legal proceedings the outcome of which would be material to our financial condition or results of operations.

Item 1A.

Risk Factors

There have been no material changes in risk factors applicable to the Company from those disclosed in “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

Exhibit Number		Description

3.1		Articles of Incorporation of Bogota Financial Corp. (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-233680))

3.2		Bylaws of Bogota Financial Corp. (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-233680))

4.1		Form of Common Stock Certificate of Bogota Financial Corp. (incorporated by reference to Exhibit 4 of the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-233680))

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

32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.0		The following materials for the quarter ended March 31, 2021, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements*

*	Furnished, not filed.

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.

		BOGOTA FINANCIAL CORP.


Date: May 14, 2021		/s/ Joseph Coccaro
		Joseph Coccaro
		President and Chief Executive Officer



Date: May 14, 2021		/s/ Brian McCourt
		Brian McCourt
		Executive Vice President and Chief Financial Officer