PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(unaudited)

 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(unaudited)

 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)

 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

 

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”) became 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.  The Company completed its stock offering in connection with the mutual holding company reorganization of the Bank on January 15, 2020. Shares of the Company’s common stock began trading on January 16, 2020 on the Nasdaq Capital Market under the trading symbol “BSBK.”

 

The Bank maintains two subsidiaries. Bogota Securities Corp. was formed for the purpose of buying, selling and holding investment securities. Bogota Properties, LLC was inactive at March 31, 2024 and December 31, 2023.

 

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.

 

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 stockholders' equity.

 

Earnings per Share: Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders 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 and non-vested shares of restricted stock. Diluted EPS is computed using the same method as basic EPS, except it also reflects the potential dilution which could occur if stock options 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. For the three months ended March 31, 2024 and March 31, 2023, options to purchase 523,619 common shares with an exercise price of $10.45 were outstanding but were not included in the computation of diluted earnings per common share because to do so would be anti-dilutive. Anti-dilutive options are those options with exercise prices in excess of the weighted average market value for the periods presented.

 

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations for the three months ended March 31, 2024 and 2023.

 

		For the three months ended March 31, 2024				For the three months ended March 31, 2023
Numerator
Net (loss) income		$	(440,980	)		$	992,707
Denominator:
Weighted average shares outstanding - basic			12,852,930				13,013,492
Effect of stock options			—				42,041
Weighted average shares outstanding - diluted			12,852,930				13,055,533
Earnings per common share:
Basic		$	(0.03	)		$	0.08
Diluted			(0.03	)			0.08

 

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ under different conditions than those assumed.

 

Basis of Presentation: The accompanying unaudited consolidated financial statements have been prepared in conformity with 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. The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards. 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.

 

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NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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 the Company at and for the year ended December 31, 2023.

 

Not yet effective Accounting Pronouncements:

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (TOPIC 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Public entities are required to adopt the changes retrospectively, recasting each prior period disclosure for which a comparative income statement is presented in the period of adoption. This update is not expected to have a material impact on the Company’s financial statements. 

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides for improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance is effective for public business entities for annual periods beginning after December 15, 2024.  This Update is not expected to have a material impact on the Company’s financial statements.

 

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NOTE 2 – SECURITIES AVAILABLE FOR SALE

 

The following table summarizes the amortized cost, fair value, and gross unrealized gains and losses of securities available for sale, by contractual maturity, at March 31, 2024 and December 31, 2023:

 

						Gross				Gross
		Amortized				Unrealized				Unrealized				Fair
		Cost				Gains				Losses				Value
March 31, 2024
U.S. government and agency obligations
One through five years		$	6,000,000			$	—			$	(455,028	)		$	5,544,972
Corporate bonds due in:
Less than one year			3,000,000				2,772				(31,244	)			2,971,528
One through five years			8,275,541				4,170				(212,258	)			8,067,453
Five through ten years			1,000,000				—				(154,670	)			845,330
MBSs – residential			75,461,138				6,124				(6,640,830	)			68,826,432
MBSs – commercial			18,628,370				—				(2,837,448	)			15,790,922
Total		$	112,365,049			$	13,066			$	(10,331,478	)		$	102,046,637

 

						Gross				Gross
		Amortized				Unrealized				Unrealized				Fair
		Cost				Gains				Losses				Value
December 31, 2023
U.S. government and agency obligations
One through five years			6,000,000				—				(454,599	)			5,545,401
Corporate bonds due in:
Less than one year			3,000,000				—				(44,230	)			2,955,770
One through five years			8,264,973				—				(247,937	)			8,017,036
Five through ten years			1,000,000				—				(154,050	)			845,950
MBS – residential			41,105,143				5,182				(5,703,143	)			35,407,182
MBS – commercial			18,753,711				—				(2,636,871	)			16,116,840
Total		$	78,123,827			$	5,182			$	(9,240,830	)		$	68,888,179

 

All of the mortgaged-backed securities (“MBSs”) 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”).

 

There were no sales of securities during the three months ended March 31, 2024 or March 31, 2023.

 

The age of unrealized losses and the fair value of related securities as of  March 31, 2024 and  December 31, 2023 were as follows:

 

		Less Than 12 Months								12 Months or More								Total
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
March 31, 2024
U.S. government and agency obligations		$	—			$	—			$	6,000,000			$	(455,028	)		$	6,000,000			$	(455,028	)
Corporate bonds			—				—				8,269,297				(398,172	)			8,269,297				(398,172	)
MBSs – residential			35,182,445				(384,611	)			39,726,090				(6,256,219	)			74,908,535				(6,640,830	)
MBSs – commercial			—				—				18,628,370				(2,837,448	)			18,628,370				(2,837,448	)
Total		$	35,182,445			$	(384,611	)		$	72,623,757			$	(9,946,867	)		$	107,806,202			$	(10,331,478	)

 

		Less Than 12 Months								12 Months or More								Total
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
December 31, 2023
U.S. government and agency obligations		$	—			$	—			$	5,545,401			$	(454,599	)		$	5,545,401			$	(454,599	)
Corporate bonds			1,999,940				(60	)			9,818,816				(446,157	)			11,818,756				(446,217	)
MBSs – residential			-				-				34,829,468				(5,703,143	)			34,829,468				(5,703,143	)
MBSs – commercial			-				-				16,116,840				(2,636,871	)			16,116,840				(2,636,871	)
Total		$	1,999,940			$	(60	)		$	66,310,525			$	(9,240,770	)		$	68,310,465			$	(9,240,830	)

 

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NOTE 2 – SECURITIES AVAILABLE FOR SALE (Continued)

 

Unrealized losses on corporate bonds available for sale are not considered to be credit losses 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 was largely due to changes in interest rates and other market conditions. At March 31, 2024, 100% of the mortgage-backed securities were issued by U.S. government-sponsored entities and agencies, primarily FNMA and FHLMC, institutions which the government has affirmed its commitment to support. Because the decline in fair value was 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 losses to be credit-related at March 31, 2024. As of March 31, 2024, no ACL was required on available-for-sale securities. At March 31, 2024 and December 31, 2023, securities available for sale with a carrying value of $109,563 and $113,415 were pledged to secure public deposits. There were 44 securities in a loss position at March 31, 2024.

 

NOTE 3 – SECURITIES HELD TO MATURITY

 

The following table summarizes the amortized cost, fair value, and gross unrecognized gains and losses of securities held to maturity by contractual maturity at March 31, 2024 and December 31, 2023:

 

						Gross				Gross
		Amortized				Unrecognized				Unrecognized				Fair
		Cost				Gains				Losses				Value
March 31, 2024
U.S. Government and agency obligations due in:
Less than one year		$	10,000,000			$	—			$	(274,530	)		$	9,725,470
Five through ten years			3,000,000				—				(393,240	)			2,606,760
Corporate bonds due in:
One through five years			7,185,926				32,975				(146,900	)			7,072,001
Five through ten years			15,550,427				24,481				(2,232,008	)			13,342,900
Greater than ten years			4,297,998				61,867				—				4,359,865
Municipal obligations due in:
One through five years			901,360				—				(50,077	)			851,283
Five through ten years			1,590,376				—				(193,193	)			1,397,183
Greater than ten years			507,466				—				(108,216	)			399,250
MBSs:
Residential			16,482,616				17,528				(1,511,977	)			14,988,167
Commercial			16,981,120				—				(2,853,938	)			14,127,182
Total		$	76,497,289			$	136,851			$	(7,764,079	)		$	68,870,061

 

 

						Gross				Gross
		Amortized				Unrecognized				Unrecognized				Fair
		Cost				Gains				Losses				Value
December 31, 2023
U.S. Government and agency obligations
One through five years		$	10,000,000			$	—			$	(314,240	)		$	9,685,760
Five through ten years			3,000,000				—				(372,885	)			2,627,115
Corporate bonds due in:
One through five years			6,431,007				—				(52,685	)			6,378,322
Five through ten years			16,294,604				38,684				(2,074,007	)			14,259,281
Greater than ten years			4,287,941				—				(441	)			4,287,500
Municipal obligations due in:
One through five years			901,597				—				(55,102	)			846,495
Five through ten years			1,591,199				784				(160,655	)			1,431,328
Greater than ten years			507,716				—				(103,356	)			404,360
MBSs:
Residential			12,484,366				7,223				(1,457,104	)			11,034,485
Commercial			17,157,749				—				(2,737,642	)			14,420,107
Total		$	72,656,179			$	46,691			$	(7,328,117	)		$	65,374,753

 

Effective January 1, 2023, the Company adopted ASC 326, which requires management to complete an evaluation of the held-to-maturity securities portfolio to identify whether any ACL is required. Management completed an evaluation as of  March 31, 2024 and December 31, 2023, the results of which are presented in the below table which summarizes the allowance and provision for credit losses related to the Company's held-to-maturity securities portfolio by type:

 

		U.S. government and agency obligations				Corporate bonds				Municipal obligations				MBS – residential				MBS – commercial				Total
Three months
March 31, 2024
Allowance for credit losses:
Beginning balance		$	—			$	—			$	—			$	—			$	—			$	—
Provision for credit losses			—				35,000				—				—				—				35,000
Securities losses			—				—				—				—				—				—
Recoveries			—				—				—				—				—				—
Total ending allowance balance		$	—			$	35,000			$	—			$	—			$	—			$	35,000
		U.S. government and agency obligations				Corporate bonds				Municipal obligations				MBS – residential				MBS – commercial				Total
March 31, 2023
Allowance for credit losses:
Beginning balance		$	—			$	—			$	—			$	—			$	—			$	—
Impact of ASC 326 adoption			—				—				—				—				—				—
Provision for credit losses			—				—				—				—				—				—
Securities losses			—				—				—				—				—				—
Recoveries			—				—				—				—				—				—
Total ending allowance balance		$	—			$	—			$	—			$	—			$	—			$	—

 

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

 

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NOTE 3 – SECURITIES HELD TO MATURITY (Continued)

 

The credit rating and the fair value of related securities were as follows:

 

		U.S. government and agency obligations				Corporate bonds				Municipal obligations				MBS – residential				MBS – commercial
March 31, 2024
Credit Rating
AAA/AA/A		$	12,332,230			$	3,691,526			$	2,647,718			$	14,988,167			$	14,127,182
BBB/BB/B			—				6,510,540				—				—				—
Lower than B			—				—				—				—				—
Not Rated			—				14,572,698				—				—				—
Total		$	12,332,230			$	24,774,764			$	2,647,718			$	14,988,167			$	14,127,182

 

		U.S. government and agency obligations				Corporate bonds				Municipal obligations				MBS – residential				MBS – commercial
December 31, 2023
Credit Rating
AAA/AA/A		$	12,312,875			$	11,469,219			$	2,682,183			$	11,034,485			$	14,420,107
BBB/BB/B			—				4,999,038				—				—				—
Lower than B			—				—				—				—				—
Not Rated			—				8,456,846				—				—				—
Total		$	12,312,875			$	24,925,103			$	2,682,183			$	11,034,485			$	14,420,107

 

The fair value is expected to recover as the securities approach maturity. At March 31, 2024 and December 31, 2023, securities held to maturity with a carrying amount of $1,471,048 and $1,589,747, respectively, were pledged to secure repurchase agreements at the Federal Home Loan Bank of New York. There were 54 securities in a loss position at March 31, 2024. At March 31, 2024 and December 31, 2023, securities held to maturity with a carrying value of $4,893,571 and $4,976,927, respectively, were pledged to secure public deposits.

 

NOTE 4 – LOANS

 

Loans are summarized as follows at March 31, 2024 and December 31, 2023:

 

		March 31,				December 31,
		2024				2023
Real estate:		(unaudited)
Residential First Mortgage		$	481,889,659			$	486,052,422
Commercial Real Estate			105,959,762				99,830,514
Multi-Family Real Estate			75,747,749				75,612,566
Construction			41,160,057				49,302,040
Commercial and Industrial			6,284,264				6,658,370
Consumer			44,621				18,672
Total loans			711,086,112				717,474,584
Allowance for credit losses			(2,785,949	)			(2,785,949	)
Net loans		$	708,300,163			$	714,688,635

 

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NOTE 4 – LOANS (Continued)

 

The Bank has granted loans to officers and directors of the Bank. At March 31, 2024 and December 31, 2023, such loans totaled $2,042,728 and $1,610,688, respectively. At March 31, 2024 and December 31, 2023, deferred loan fees were $2,780,716 and $2,873,724, respectively.

The following table presents the activity in the allowance for credit losses by portfolio segment for the three months ended  March 31, 2024 and  March 31, 2023.

 

		Residential First Mortgage				Commercial Real Estate				Multi-Family Real Estate				Construction				Commercial and Industrial				Consumer				Total
Three Months Ended March 31, 2024
Allowance for credit losses:
Beginning balance		$	1,851,969			$	437,180			$	317,300			$	157,500			$	22,000			$	—			$	2,785,949
Provision for (recovery) of credit losses			7,380				26,920				400				(33,400	)			(1,300	)			—				—
Loans charged off			—				—				—				—				—				—				—
Recoveries			—				—				—				—				—				—				—
Total ending allowance balance		$	1,859,349			$	464,100			$	317,700			$	124,100			$	20,700			$	—			$	2,785,949

 

		Residential First Mortgage				Commercial Real Estate				Multi-Family Real Estate				Construction				Commercial and Industrial				Consumer				Total
March 31, 2023
Allowance for credit losses:
Beginning balance		$	1,602,534			$	381,180			$	234,300			$	258,500			$	3,960			$	97,700			$	2,578,174
Impact of ASC 326 adoption			113,969				141,797				25,469				1,500				40				—				282,775
Provision for (recovery) of loan losses			198,444				(99,975	)			18,231				(19,000	)			—				(97,700	)			—
Loans charged off			—				—				—				—				—				—				—
Recoveries			—				—				—				—				—				—				—
Total ending allowance balance		$	1,914,947			$	423,002			$	278,000			$	241,000			$	4,000			$	—			$	2,860,949

 

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NOTE 4 – 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, 2024 and  December 31, 2023:

 

		Nonaccrual loans beginning of period				Nonaccrual loans end of period				Nonaccrual with no Allowance for Credit Loss				Loans Past Due 90 Days or More Still Accruing				Interest recognized on nonaccrual loans
March 31, 2024
Residential First Mortgage		$	1,432,072			$	1,088,605			$	1,088,605			$	—			$	—
Commercial Real Estate			450,392				450,392				450,392				—				—
Construction			10,893,713				10,893,713				10,893,713				—				—
Consumer			—				—				—				—				—
Total		$	12,776,177			$	12,432,710			$	12,432,710			$	—			$	—
		Nonaccrual loans beginning of period				Nonaccrual loans end of period				Nonaccrual with no Allowance for Credit Loss				Loans Past Due 90 Days or More Still Accruing				Interest recognized on nonaccrual loans
December 31, 2023
Residential First Mortgage		$	819,590			$	1,432,072			$	1,432,072			$	—			$	—
Commercial Real Estate			—				450,392				450,392			$	—			$	—
Construction			—				10,893,713				10,893,713				—				—
Consumer			37,069				—				—				—				—
Total		$	856,659			$	12,776,177			$	12,776,177			$	—			$	—

 

 

 

Collateral - dependent loans individually evaluated with the ACL by collateral type were as follows at March 31, 2024and December 31, 2023:

 

March 31, 2024
Portfolio segment		Real estate				Other
Residential First Mortgage		$	1,088,605			$	—
Commercial Real Estate			450,392				—
Multi-Family Real Estate			—				—
Construction			10,893,713				—
Commercial and Industrial			—				—
Other Consumer			—				—
		$	12,432,710			$	—
December 31, 2023
Portfolio segment		Real estate				Other
Residential First Mortgage		$	1,432,072			$	—
Commercial Real Estate			450,392				—
Multi-Family Real Estate			—				—
Construction			10,893,713				—
Commercial and Industrial			—				—
Other Consumer			—				—
		$	12,776,177			$	—

 

Interest income recognized during impairment and cash-basis interest income for the three months ended March 31, 2023 was nominal.

 

 

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NOTE 4 – LOANS (Continued)

 

No nonaccrual loans have specific reserves as of March 31, 2024 and the Bank had no other real estate owned at either March 31, 2024 or December 31, 2023.

 

The following table presents the aging of the recorded investment in past due loans as of March 31, 2024 and December 31, 2023, by class of loans:

 

										Greater than
		30-59 Days				60-89 Days				89 Days				Total				Loans Not
		Past Due				Past Due				Past Due				Past Due				Past Due				Total
March 31, 2024
Residential First Mortgage		$	—			$	788,796			$	541,151			$	1,329,947			$	480,559,712			$	481,889,659
Commercial Real Estate			766,109				—				450,392				1,216,501				104,743,261				105,959,762
Multi-Family Real Estate			—				—				—				—				75,747,749				75,747,749
Construction			—				—				10,893,713				10,893,713				30,266,344				41,160,057
Commercial and Industrial			—				—				—				—				6,284,264				6,284,264
Consumer			—				—				—				—				44,621				44,621
Total		$	766,109			$	788,796			$	11,885,256			$	13,440,161			$	697,645,951			$	711,086,112

 

										Greater than
		30-59 Days				60-89 Days				89 Days				Total				Loans Not
		Past Due				Past Due				Past Due				Past Due				Past Due				Total
December 31, 2023
Residential First Mortgage		$	—			$	297,118			$	964,806			$	1,261,924			$	484,790,498			$	486,052,422
Commercial Real Estate			—				—				450,392				450,392				99,380,122				99,830,514
Multi-Family Real Estate			—				—				—				—				75,612,566				75,612,566
Construction			—				—				10,893,713				10,893,713				38,408,327				49,302,040
Commercial and Industrial			—				—				—				—				6,658,370				6,658,370
Consumer			—				—				—				—				18,672				18,672
Total		$	—			$	297,118			$	12,308,911			$	12,606,029			$	704,868,555			$	717,474,584

 

Loans greater than 89 days past due and loans on non-accrual are considered to be non-performing.

 

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.

 

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NOTE 4 – LOANS (Continued)

 

The following table presents loans, by risk category, loan class and year of origination as of March 31, 2024 and  December 31, 2023:

 

		Term Loans by Origination Year
March 31, 2024		2024				2023				2022				2021				2020				Prior				Revolving Loans				Totals
Residential First Mortgage
Pass		$	5,067,425			$	5,105,963			$	110,617,700			$	37,227,542			$	28,723,975			$	136,082,723			$	157,688,330			$	480,513,658
Special Mention			—				—				—				—				186,301				640,443				98,637				925,381
Substandard			—				—				—				—				—				166,530				284,090				450,620
Doubtful			—				—				—				—				—				—				—				—
Total			5,067,425				5,105,963				110,617,700				37,227,542				28,910,276				136,889,696				158,071,057				481,889,659
Gross charge-offs by vintage			—				—				—				—				—				—				—				—
Commercial Real Estate
Pass			315,350				—				3,048,226				—				6,773,017				16,939,549				78,433,228				105,509,370
Special Mention			—				—				—				—				—				—				—				—
Substandard			—				—				—				—				—				—				450,392				450,392
Doubtful			—				—				—				—				—				—				—				—
Total			315,350				—				3,048,226				—				6,773,017				16,939,549				78,883,620				105,959,762
Gross charge-offs by vintage			—				—				—				—				—				—				—				—
Multi-Family Real Estate
Pass			677,451				—				2,338,090				—				1,148,651				2,067,713				69,515,844				75,747,749
Special Mention			—				—				—				—				—				—				—				—
Substandard			—				—				—				—				—				—				—				—
Doubtful			—				—				—				—				—				—				—				—
Total			677,451				—				2,338,090				—				1,148,651				2,067,713				69,515,844				75,747,749
Gross charge-offs by vintage			—				—				—				—				—				—				—				—
Construction
Pass			—				—				—				—				—				—				30,266,344				30,266,344
Special Mention			—				—				—				—				—				—				—				—
Substandard			—				—				—				—				—				—				10,893,713				10,893,713
Doubtful			—				—				—				—				—				—				—				—
Total			—				—				—				—				—				—				41,160,057				41,160,057
Gross charge-offs by vintage			—				—				—				—				—				—				—				—
Commercial and Industrial
Pass			—				229,826				—				—				525,005				37,962				5,491,471				6,284,264
Special Mention			—				—				—				—				—				—				—				—
Substandard			—				—				—				—				—				—				—				—
Doubtful			—				—				—				—				—				—				—				—
Total			—				229,826				—				—				525,005				37,962				5,491,471				6,284,264
Gross charge-offs by vintage			—				—				—				—				—				—				—				—
Consumer
Pass			34,485				—				—				—				—				—				9,905				44,390
Special Mention			—				—				—				—				—				—				—				—
Substandard			—				—				—				—				—				—				231				231
Doubtful			—				—				—				—				—				—				—				—
Total			34,485				—				—				—				—				—				10,136				44,621
Gross charge-offs by vintage			—				—				—				—				—				—				—				—
Total loans		$	6,094,711			$	5,335,789			$	116,004,016			$	37,227,542			$	37,356,949			$	155,934,920			$	353,132,185			$	711,086,112

 

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		Term Loans by Origination Year
December 31, 2023		2023				2022				2021				2020				2019				Prior				Revolving Loans				Totals
Residential First Mortgage
Pass		$	5,174,879			$	111,903,094			$	37,747,971			$	28,952,299			$	26,155,892			$	114,830,194			$	159,976,218			$	484,740,547
Special Mention			—				—				—				191,276				169,343				389,565				107,538				857,722
Substandard			—				—				—				—				—				169,131				285,022				454,153
Doubtful			—				—				—				—				—				—				—				—
Total			5,174,879				111,903,094				37,747,971				29,143,575				26,325,235				115,388,890				160,368,778				486,052,422
Gross charge-offs by vintage			—				—				—				—				—				—				—				—
Commercial Real Estate
Pass			—				3,065,843				—				6,893,352				5,501,995				11,722,774				72,196,158				99,380,122
Special Mention			—				—				—				—				—				—				—				—
Substandard			—				—				—				—				—				—				450,392				450,392
Doubtful			—				—				—				—				—				—				—				—
Total			—				3,065,843				—				6,893,352				5,501,995				11,722,774				72,646,550				99,830,514
Gross charge-offs by vintage			—				—				—				—				—				—				—				—
Multi-Family Real Estate
Pass			—				2,362,920				—				1,162,353				—				2,117,462				69,969,831				75,612,566
Special Mention			—				—				—				—				—				—				—				—
Substandard			—				—				—				—				—				—				—				—
Doubtful			—				—				—				—				—				—				—				—
Total			—				2,362,920				—				1,162,353				—				2,117,462				69,969,831				75,612,566
Gross charge-offs by vintage			—				—				—				—				—				—				—				—
Construction
Pass			—				—				—				—				—				—				38,459,962				38,459,962
Special Mention			—				—				—				—				—				—				—				—
Substandard			—				—				—				—				—				—				10,842,078				10,842,078
Doubtful			—				—				—				—				—				—				—				—
Total			—				—				—				—				—				—				49,302,040				49,302,040
Gross charge-offs by vintage			—				—				—				—				—				—				—				—
Commercial and Industrial
Pass			241,109				—				—				576,164				94,204				—				5,746,893				6,658,370
Special Mention			—				—				—				—				—				—				—				—
Substandard			—				—				—				—				—				—				—				—
Doubtful			—				—				—				—				—				—				—				—
Total			241,109				—				—				576,164				94,204				—				5,746,893				6,658,370
Gross charge-offs by vintage			—				—				—				—				—				—				—				—
Consumer
Pass			—				—				—				—				—				—				18,672				18,672
Special Mention			—				—				—				—				—				—				—				—
Substandard			—				—				—				—				—				—				—				—
Doubtful			—				—				—				—				—				—				—				—
Total			—				—				—				—				—				—				18,672				18,672
Gross charge-offs by vintage			—				—				—				—				—				—				—				—
Total loans		$	5,415,988			$	117,331,857			$	37,747,971			$	37,775,444			$	31,921,434			$	129,229,126			$	358,052,764			$	717,474,584

 

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NOTE 5 – STOCK BASED COMPENSATION

 

The Company maintains the Bogota Financial Corp. 2021 Equity Incentive Plan ("2021 Plan"), which provides for the issuance of up to 902,602 shares (257,887 restricted stock awards and 644,718 stock options) of Bogota Financial Corp. common stock.

 

On September 2, 2021, 226,519 shares of restricted stock were awarded, with a grant date fair value of $10.45 per share. On February 28, 2024, 10,000 shares of restricted stock were awarded, with a grant date fair value of $7.80 per share. To fund the grant of restricted common stock, the Company issued shares from authorized but unissued shares. Restricted shares granted under the 2021 Plan vest in equal installments, over a service period of five years, beginning one year from the date of grant. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period. During the three months ended March 31, 2024 and March 31, 2023, approximately $120,000 and $118,000 in expense was recognized in regard to these awards, respectively. The expected future compensation expense related to the 145,911 non-vested restricted shares outstanding at March 31, 2024 was approximately $1.2 million which is expected to be recognized over a weighted-average period of 2.57 years.

 

The following is a summary of the Company's restricted stock activity during the three months ended March 31, 2024:

 

		Number of Non-vested Restricted Shares				Weighted Average Grant Date Fair Value
Outstanding, January 1, 2024			135,911			$	10.45
Granted			10,000				7.80
Vested			—				—
Forfeited			—				—
Outstanding, March 31, 2024			145,911			$	10.27

 

On September 2, 2021, options to purchase 526,119 shares of Company common stock were awarded, with a grant date fair value of $4.37 per option. Stock options granted under the 2021 Plan vest in equal installments over a service period of five years beginning one year from the date of grant. Stock options were granted at an exercise price of $10.45, which was the Company's common stock price on the grant date and have an expiration period of 10 years.

 

Management recognizes expense for the fair value of these awards on a straight-line basis over the requisite service period. During the three months ended March 31, 2024 and March 31, 2023, approximately $115,000 and $115,000 in expense was recognized in regard to these awards, respectively. The expected future compensation expense related to the 526,119 non-vested options outstanding at March 31, 2024 was $1.1 million which is expected to be recognized over a weighted-average period of 2.50 years.

 

The following is a summary of the Company's option activity during the three months ended March 31, 2024:

 

		Number of Stock Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (in years)				Aggregate Intrinsic Value
Outstanding, January 1, 2024			523,619			$	10.45				5.5			$	—
Granted			—
Exercised			—
Forfeited			—
Outstanding, March 31, 2024			523,619			$	10.45				4.9			$	—
Options exercisable at March 31, 2024			209,448											$	—

 

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, the difference between the Company's closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options.

 

NOTE 6 – 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 3.92% of the Company's outstanding shares. 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. During the three months ended March 31, 2024 and 2023, $50,000 and $72,000 was incurred as expense for the plan, respectively. As of March 31, 2024, 112,693 shares have been allocated and 403,082 shares are unallocated with a fair value of $2.9 million.

 

NOTE 7 – DERIVATIVES AND HEDGING ACTIVITES

 

The Company uses derivative financial instruments as components of its market risk management, principally to manage interest rate risk. Certain derivatives may be entered into in connection with transactions with commercial customers. Derivatives are not used for speculative purposes. All derivatives are recognized as either assets or liabilities in the Consolidated Statements of Financial Condition, reported at fair value and presented on a gross basis. Until a derivative is settled, a favorable change in fair value results in an unrealized gain that is recognized as an asset, while an unfavorable change in fair value results in an unrealized loss that is recognized as a liability.

 

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NOTE 7 – DERIVATIVES AND HEDGING ACTIVITES (continued)

 

The Company generally applies hedge accounting to its derivatives used for market risk management purposes. Hedge accounting is permitted only if specific criteria are met, including a requirement that a highly effective relationship exists between the derivative instrument and the hedged item, both at inception of the hedge and on an ongoing basis. Changes in the fair value of effective fair value hedges are recognized in current earnings (with the change in fair value of the hedged asset or liability also recognized in earnings). Changes in the fair value of effective cash flow hedges are recognized in other comprehensive income (loss) until earnings are affected by the variability in cash flows of the designated hedged item. Ineffective portions of hedge results are recognized in current earnings. Changes in the fair value of derivatives for which hedge accounting is not applied are recognized in current earnings.

 

The Company formally documents at inception all relationships between the derivative instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. This process includes linking all derivatives that are designated as hedges to specific assets and liabilities, or to specific firm commitments. The Company also formally assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair values or cash flows of the hedged items. If it is determined that a derivative is not highly effective or has ceased to be a highly effective hedge, the Company would discontinue hedge accounting prospectively. Gains or losses resulting from the termination of a derivative accounted for as a cash flow hedge remain in other comprehensive income (loss) and is (accreted) amortized to earnings over the remaining period of the former hedging relationship.

 

Certain derivative financial instruments are offered to certain commercial banking customers to manage their risk of exposure and risk management strategies. These derivative instruments consist primarily of currency forward contracts and interest rate swap contracts. The risk associated with these transactions is mitigated by simultaneously entering into similar transactions having essentially offsetting terms with a third party. In addition, the Company executes interest rate swaps with third parties in order to hedge the interest rate risk of short-term FHLB advances.

 

Interest Rate Swaps. At March 31, 2024, the Company had four cash flow interest rate swaps with notional amounts of $55.0 million hedging on certain FHLB advances and brokered deposits. The Company also had two fair value interest rate swaps with notional amounts of $60.0 million hedging certain fixed rate residential loans. These interest rate swaps meet the cash flow hedge accounting requirements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount.  Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreement without the exchange of the underlying notional amount. The fair value hedges are recorded as components of other assets and other liabilities in the Company’s consolidated balance sheets. The gain or loss on these derivatives, as well as the offsetting loss or gain on the hedged items attributable to the hedged risk, are recognized in interest income in the Company’s consolidated statements of income. 

At December 31, 2023, the Company had two interest rate swaps with a notional amount of $20.0 million to hedge certain FHLB advances. At both March 31, 2024 and December 31, 2023, the Company had no interest rate swaps in place with commercial banking customers.

 

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the Consolidated Statements of Financial Condition at March 31, 2024:

 

			March 31,				December 31,
			2024				2023
			Asset Derivative				Asset Derivative
	Consolidated Statements of Financial Condition		Fair Value				Fair Value
Interest rate swaps	Other Assets		$	1,429,092			$	239,510
Total derivative instruments			$	1,429,092			$	239,510

 

For the three months ended March 31, 2024, unrealized gains of $1.2 million were recorded for changes in fair value of interest rate swaps with third parties and at March 31, 2024, accrued interest was $180,000.

 

The Company has agreements with counterparties that contain a provision that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default of its derivative obligations.

 

NOTE 8 – 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.

 

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NOTE 8 – FAIR VALUE (Continued)

 

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

 

						Quoted Prices
						in Active				Significant
						Markets for				Other				Significant
						Identical				Observable				Unobservable
		Carrying				Assets				Inputs				Inputs
		Value				(Level 1)				(Level 2)				(Level 3)
As of March 31, 2024
Securities available for sale:
U.S. government and agency obligations		$	5,544,972			$	—			$	5,544,972			$	—
Corporate bonds			11,884,311				—				11,884,311				—
MBSs - residential			68,826,432				—				68,826,432				—
MBSs - commercial			15,790,922				—				15,790,922				—
Cash flow hedge			1,429,092				—				1,429,092				—
		$	103,475,729			$	—			$	103,475,729			$	—
As of December 31, 2023
Securities available for sale:
U.S. government and agency obligations		$	5,545,401			$	—			$	5,545,401			$	—
Corporate bonds			11,818,756				—				11,818,756				—
MBSs - residential			35,407,182				—				35,407,182				—
MBSs - commercial			16,116,840				—				16,116,840				—
Cash flow hedge			239,510				—				239,510				—
		$	69,127,689			$	—			$	69,127,689			$	—

 

There were no transfers between level 1 and level 2 during the three months ended March 31, 2024.

 

The carrying amounts and estimated fair values of financial instruments not measured at fair value, at March 31, 2024 and December 31, 2023, were as follows:

 

		Carrying				Fair				Fair Value Measurement Placement
		Amount				Value				(Level 1)				(Level 2)				(Level 3)
		(In thousands)
March 31, 2024
Financial instruments - assets
Investment securities held-to-maturity		$	76,497			$	68,870			$	—			$	68,870			$	—
Loans and loans held for sale			708,300				663,695				—				—				663,695
Financial instruments - liabilities
Certificates of deposit			518,077				516,487				—				516,487				—
Borrowings			149,324				148,848				—				148,848				—

 

		Carrying				Fair				Fair Value Measurement Placement
		Amount				Value				(Level 1)				(Level 2)				(Level 3)
		(In thousands)
December 31, 2023
Financial instruments - assets
Investment securities held-to-maturity		$	72,656			$	65,375			$	—			$	65,375			$	—
Loans and loans held for sale			714,687				672,347				—				—				672,347
Financial instruments - liabilities
Certificates of deposit			493,275				491,944				—				491,944				—
Borrowings			167,690				167,891				—				167,891				—

 

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. Other balance sheet instruments such as cash and cash equivalents, accrued interest receivable, accrued interest payable and Bank owned life insurance holding costs approximate fair value. The fair value of off-balance sheet items is not considered material.

 

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NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE LOSS

 

The components of accumulated other comprehensive loss included in equity (net of tax) for the three months ended March 31, 2024 and 2023 was as follows:

 

		Unrealized gain
		and losses on
		available for
		sale securities				Benefit plans				Derivatives				Total
Three months ended
March 31, 2024
Beginning balance		$	(6,639,506	)		$	2,549			$	172,183			$	(6,464,774	)
Other comprehensive (loss) income before reclassification			(778,401	)			3,105				474,724				(300,572	)
Amounts reclassified			—				—				—				—
Net period comprehensive (loss) income			(778,401	)			3,105				474,724				(300,572	)
Ending balance		$	(7,417,907	)		$	5,654			$	646,907			$	(6,765,346	)
March 31, 2023
Beginning balance at January 1, 2023		$	(6,499,666	)		$	55,684			$	232,969			$	(6,211,013	)
Other comprehensive (loss) income before reclassification			(114,092	)			(16,546	)			(115,537	)			(246,175	)
Amounts reclassified			—				—				—				—
Net period comprehensive (loss) income			(114,092	)			(16,546	)			(115,537	)			(246,175	)
Ending balance at March 31, 2023		$	(6,613,758	)		$	39,138			$	117,432			$	(6,457,188	)

 

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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, 2024 and December 31, 2023 and for the three months ended March 31, 2024 and March 31, 2023 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 including potential recessionary conditions;

 

●

changes in the level and direction of loan delinquencies, charge-offs and non-performing and classified loans and changes in estimates of the adequacy of the allowance for credit losses;

 

●

our ability to access cost-effective funding;

 

●

changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio;

 

●

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;

 

●

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;

 

●

risks as it relates to cyber security against our information technology and those of our third-party providers and vendors;

 

●

the current or anticipated impact of military conflict, terrorism or other geopolitical events;

 

●

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.

 

Critical Accounting Policies

 

Our accounting policies are described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K at and for the year ended December 31, 2023. 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.

 

Comparison of Financial Condition at March 31, 2024 and December 31, 2023

 

Total Assets. Assets increased $21.5 million, or 2.3%, from $939.3 million at  December 31, 2023 to $960.9 million at March 31, 2024 primarily due to a $33.1 million, or 48.1%, increase in securities available for sale and, a $3.8 million, or 5.2%, increase in securities held-to-maturity, offset by a $6.4 million, or 0.89%, decrease in loans and a $10.5 million, or 42.1%, decrease in cash and cash equivalents.

 

Cash and Cash Equivalents. Cash and cash equivalents decreased $10.5 million, or 42.1%, to $14.4 million at March 31, 2024 from $24.9 million at December 31, 2023, as excess funds were used to purchase securities.

 

Securities Available for Sale. Securities available for sale increased $33.1 million, or 48.1%, to $102.0 million at March 31, 2024 from $68.9 million at December 31, 2023. The increase was primarily due to the purchase of mortgage-backed securities.

 

Securities Held to Maturity. Securities held to maturity increased $3.8 million, or 5.2%, to $76.5 million at March 31, 2024 from $72.7 million at December 31, 2023, primarily due to the purchase of mortgage-backed securities.

 

Net Loans.  Net loans decreased $6.4 million, or 0.89%, to $708.3 million at March 31, 2024 from $714.7 million at December 31, 2023. The decrease was due to a decrease of $4.2 million, or 0.86%, in one- to four-residential real estate loans to $481.9 million from $486.1 million at December 31, 2023 and a decrease of $8.1 million, or 16.5%, in construction loans to $41.2 million at March 31, 2024 from $49.3 million at December 31, 2023, offset by a $6.2 million, or 6.1%, increase in commercial real estate loans to $106.0 million at March 31, 2024 from $99.8 million at December 31, 2023. The decrease in one- to four-residential and construction loans reflect less opportunities and decreased demand due to the higher interest rate environment.  As of March 31, 2024 and December 31, 2023, the Bank had no loans held for sale. 

 

Delinquent loans increased $834,000 to $13.4 million, or 1.89% of total loans, at March 31, 2024. The increase was mostly due to one commercial real estate loan with a balance of $766,000 with a loan to value ratio of 60%. During the same timeframe, non-performing assets decreased to $12.4 million and were 1.29% of total assets at March 31, 2024. The Company’s allowance for credit losses was 0.40% of total loans and 22.69% of non-performing loans at March 31, 2024 compared to 0.39% of total loans and 21.81% of non-performing loans at December 31, 2023.  The Bank does not have any exposure to commercial real estate loans secured by office space.

 

Total Liabilities. Total liabilities increased $22.3 million, or 2.8%, to $824.4 million as of March 31, 2024 from $802.2 million as of December 31, 2023, mainly due to a $40.2 million increase in deposits, offset by a $18.4 million decrease in borrowings.

 

 

Deposits. Deposits increased $40.2 million, or 6.4%, to $665.5 million at March 31, 2024 from $625.3 million at December 31, 2023. The increase in deposits reflected an increase in interest-bearing deposits of $16.2 million, or 15.9%, to $117.7 million as of March 31, 2024 from $101.5 million at December 31, 2023 due to the $24.8 million, or 5.0%, increase in certificates of deposit and increases of $16.7 million, or 19.2%, in checking and savings, offset by a $506,000 decrease in money market accounts.  Non-interest bearing deposits decreased $768,000, or 2.5%, to $29.8 million as of March 31, 2024 from $30.6 million as of December 31, 2023.  The decreases reflected customers’ desire for higher-yielding accounts in the higher interest rate environment.

 

At March 31, 2024, municipal deposits totaled $59.4 million, which represented 8.9% of total deposits, and brokered deposits totaled $90.3 million, which represented 13.6% of deposits. At December 31, 2023, municipal deposits totaled $48.0 million, which represented 7.7% of deposits, and brokered deposits totaled $53.5 million, which represented 8.5% of total deposits. At March 31, 2024, uninsured deposits totaled $67.4 million, comprised of 303 account holders, which represented 10.1% of total deposits.

 

Borrowings. Federal Home Loan Bank of New York borrowings decreased $18.4 million, or 11.0%, to $149.3 million at March 31, 2024 from $167.7 million at December 31, 2023, specifically long-term advances decreased $9.4 million, while short-term advances decreased by $9.0 million. The weighted average rate of borrowings was 3.78% and 3.27% as of March 31, 2024 and December 31, 2023, respectively. Total borrowing capacity at the Federal Home Loan Bank was $316.5 million at March 31, 2024, of which $149.3 million was advanced.

 

Total Equity. Stockholders’ equity decreased $726,000 to $136.4 million, primarily due to a net loss of $441,000, the repurchase of 33,083 shares of stock during the three months ended March 31, 2024 at a cost of $270,000, and a decrease in accumulated other comprehensive loss for securities available for sale of $300,000, partially offset by stock compensation of $234,000 for the three months ended March 31, 2024. At March 31, 2024, the Company’s ratio of average stockholders’ equity-to-total assets was 14.24%, compared to 15.24% at December 31, 2023.

 

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,
		2024												2023
		Average Balance				Interest and Dividends				Yield/ Cost				Average Balance				Interest and Dividends				Yield/ Cost
		(Dollars in thousands)
Assets:		(unaudited)
Cash and cash equivalents		$	9,865			$	150				6.10	%		$	8,799			$	105				4.84	%
Loans (1)			713,430				8,207				4.61	%			717,964				7,699				4.32	%
Securities			166,666				1,529				3.67	%			161,960				1,096				2.71	%
Other interest-earning assets			8,101				175				8.63	%			5,338				117				8.74	%
Total interest-earning assets			898,062				10,061				4.49	%			894,061				9,017				4.06	%
Non-interest-earning assets			55,694												54,810
Total assets		$	953,756											$	948,871
Liabilities and equity:
NOW and money market accounts		$	69,450			$	334				1.94	%		$	112,717			$	380				1.37	%
Savings accounts			43,348				198				1.84	%			53,618				70				0.53	%
Certificates of deposit			516,496				5,438				4.23	%			503,369				3,265				2.63	%
Total interest-bearing deposits			629,294				5,970				3.82	%			669,704				3,715				2.25	%
Federal Home Loan Bank advances (2)			153,269				1,440				3.78	%			96,532				777				3.27	%
Total interest-bearing liabilities			782,563				7,410				3.81	%			766,236				4,492				2.38	%
Non-interest-bearing deposits			30,018												37,224
Other non-interest-bearing liabilities			4,175												5,977
Total liabilities			816,756												809,437
Total equity			136,810												139,434
Total liabilities and equity		$	953,566											$	948,871
Net interest income						$	2,651											$	4,525
Interest rate spread (3)											0.68	%											1.68	%
Net interest margin (4)											1.18	%											2.05	%
Average interest-earning assets to average interest-bearing liabilities			114.76	%											116.68	%

 

(1)         The average balance of loans includes non-accrual loans.

(2)         Cash flow hedges are used to manage interest rate risk. During the three months ended March 31, 2024, the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was a reduced expense of $288,000 and $47,000 respectively.

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

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

 

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, 2024
		Compared to
		Three Months Ended March 31, 2023
		Increase (Decrease) Due to
		Volume				Rate				Net
		(In thousands)
Interest income:		(unaudited)
Cash and cash equivalents		$	14			$	31			$	45
Loans receivable			(314	)			822				508
Securities			33				400				433
Other interest earning assets			68				(10	)			58
Total interest-earning assets			(199	)			1,243				1,044
Interest expense:
NOW and money market accounts			(639	)			593				(46	)
Savings accounts			(92	)			220				128
Certificates of deposit			89				2,084				2,173
Federal Home Loan Bank advances			524				139				663
Total interest-bearing liabilities			(118	)			3,036				2,918
Net decrease in net interest income		$	(81	)		$	(1,793	)		$	(1,874	)

 

 

Comparison of Operating Results for the Three Months Ended March 31, 2024 and March 31, 2023

 

General. Net income decreased by $1.4 million, or 144.4%, to a net loss of $441,000 for the three months ended March 31, 2024 from net income of $993,000 for the three months ended March 31, 2023.  This decrease was primarily due to a decrease of $1.9 million in net interest income, partially offset by a decrease of $585,000 in income tax expense.

 

Interest Income. Interest income increased $1.0 million, or 11.6%, from $9.0 million for the three months ended March 31, 2023 to $10.1 million for the three months ended March 31, 2024 due to higher yields on interest-earning assets, offset by a decrease in the average balance of loans.

 

Interest income on cash and cash equivalents increased $45,000, or 42.9%, to $150,000 for the three months ended March 31, 2024 from $105,000 for the three months ended March 31, 2023 due to a 126 basis point increase in the average yield from 4.84% for the three months ended March 31, 2023 to 6.10% for the three months ended March 31, 2024 due to the higher interest rate environment.  The increase was also due to a $1.1 million increase in the average balance to $9.9 million for the three months ended March 31, 2024 from $8.8 million for the three months ended March 31, 2023, reflecting an increase in liquidity due to increased deposits and lower loan originations.

 

Interest income on loans increased $508,000, or 6.6%, to $8.2 million for the three months ended March 31, 2024 compared to $7.7 million for the three months ended March 31, 2023 due primarily to a 29 basis point increase in the average yield from 4.32% for the three months ended March 31, 2023 to 4.61% for the three months ended March 31, 2024, offset by a $4.5 million decrease in the average balance to $713.4 million for the three months ended March 31, 2024 from $718.0 million for the three months ended March 31, 2023.

 

Interest income on securities increased $433,000, or 39.5%, to $1.5 million for the three months ended March 31, 2024 from $1.1 million for the three months ended March 31, 2023  primarily due to a 96 basis point increase in the average yield from 2.71% for the three months ended March 31, 2023 to 3.67% for the three months ended March 31, 2024, and to a lesser extent, to a $4.7 million increase in the average balance to $166.7 million for the three months ended March 31, 2024 from $162.0 million for the three months ended March 31, 2023.

 

Interest Expense. Interest expense increased $2.9 million, or 64.9%, from $4.5 million for the three months ended March 31, 2023 to $7.4 million for the three months ended March 31, 2024 due to higher costs and average balances on interest -bearing liabilities.

 

Interest expense on interest-bearing deposits increased $2.3 million, or 60.7%, to $6.0 million for the three months ended March 31, 2024 from $3.7 million for the three months ended March 31, 2023. The increase was due to a 157 basis point increase in the average cost of deposits to 3.82% for the three months ended March 31, 2024 from 2.25% for the three months ended March 31, 2023. The increase in the average cost of deposits was due to the higher interest rate environment and a change in the composition of the deposit portfolio to a greater concentration of higher-costing certificates of deposit.  The average balances of certificates of deposit increased $13.1 million to $516.5 million for the three months ended March 31, 2024 from $503.4 million for the three months ended March 31, 2023 while average NOW and money market accounts and savings accounts decreased $43.3 million and $10.3 million for the three months ended March 31, 2024, respectively, compared to the three months ended March 31, 2023.

 

Interest expense on Federal Home Loan Bank borrowings increased $663,000, or 85.3%, from $777,000 for the three months ended March 31, 2023 to $1.4 million for the three months ended March 31, 2024. The increase was due to an increase in the average balance of borrowings of $56.7 million to $153.3 million for the three months ended March 31, 2024.  The increase was also due to an increase in the average cost of borrowings of 51 basis points to 3.78% for the three months ended March 31, 2024 from 3.27% for the three months ended March 31, 2023 due to the new borrowings being at higher rates.

 

Net Interest Income. Net interest income decreased $1.9 million, or 41.4%, to $2.7 million for the three months ended March 31, 2024 from $4.5 million for the three months ended March 31, 2023.  The decrease reflected a 100 basis point decrease in our net interest rate spread to 0.68% for the three months ended March 31, 2024 from 1.68% for the three months ended March 31, 2023. Our net interest margin decreased 87 basis points to 1.18% for the three months ended March 31, 2024 from 2.05% for the three months ended March 31, 2023.

 

Provision for Credit Losses. We recorded a $35,000 provision for credit losses for the three months ended March 31, 2024 compared to no provision for credit losses for the three-month period ended March 31, 2023.  The provision in the first quarter of 2024 was due to an increase in corporate securities.

 

Non-Interest Income. Non-interest income increased by $16,000, or 5.6%, to $299,000 for the three months ended March 31, 2024 from $283,000 for the three months ended March 31, 2023.  Bank-owned life insurance income increased $26,000, or 14.0%, due to higher balances during 2024, which was partially offset by a lower gain on sale of loans.

 

Non-Interest Expense. For the three months ended March 31, 2024, non-interest expense increased $126,000, or 3.6%, over the comparable 2023 period.  Professional fees increased $48,000, or 31.8%, due to higher consulting expense related to strategic business planning and the increase in FDIC insurance premiums by $41,000, or 67.7%, due to a higher assessment rate in 2024. Data processing expense increased $27,000, or 9.6%, due to higher processing costs. The decrease in advertising expense of $37,000, or 25.3%, was due to reduced promotions for branch locations and less promotions on deposit and loan products. Other expense increased $67,000, or 37.6%, due to higher loan expense.

 

Income Tax Expense. Income tax expense decreased $585,000, or 196.2%, to a benefit of $287,000 for the three months ended March 31, 2024 from a $298,000 expense for the three months ended March 31, 2023. The decrease was due to $2.0 million of lower 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 and securities, have longer maturities than our liabilities, consisting primarily of deposits and borrowings. 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, 200, 300 and 400 basis 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 of  March 31, 2024. All estimated changes presented in the table are within the policy limits approved by the board of directors.

 

															NPV as Percent of Portfolio
			NPV												Value of Assets
			(Dollars in thousands)
Basis Point (“bp”) Change in			Dollar				Dollar				Percent
Interest Rates			Amount				Change				Change				NPV Ratio				Change
400 bp			$	71,621			$	(42,134	)			(37.04	)%			8.43	%			(31.85	)%
300 bp				83,047				(30,708	)			(26.99	)			9.57				(22.64	)
200 bp				92,505				(21,250	)			(18.68	)			10.46				(15.44	)
100 bp				102,913				(10,842	)			(9.53	)			11.41				(7.76	)
—				113,755				—				—				12.37				—
(100) bp				124,847				11,092				9.75				13.30				7.52
(200) bp				135,368				21,613				19.00				14.13				14.23
(300) bp				145,286				31,531				27.72				14.86				20.13
(400) bp				156,957				43,202				37.98				15.71				27.00

 

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 table above 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, 2024, 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			Change in Net Interest Income Year One
(basis points)(1)			(% change from year one base)
400				(11.20	)%
300				(8.25	)
200				(5.65	)
100				(2.74	)
—				—
(100	)			1.43
(200	)			(1.18	)
(300	)			(6.28	)
(400	)			(14.77	)

 

(1)

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

 

The preceding simulation analyses do 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 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 and proceeds from calls, maturities and sales of securities and sales of loans. We also borrow from the Federal Home Loan Bank of New York. At March 31, 2024, we had the ability to borrow up to $316.5 million, of which $149.3 million was outstanding and $1.5 million was utilized as collateral for letters of credit issued to secure municipal deposits. At March 31, 2024, we had $54.0 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 ample sources of liquidity to satisfy our short- and long-term liquidity needs as of March 31, 2024.

 

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, 2024, cash and cash equivalents totaled $14.4 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $102.0 million at March 31, 2024.

 

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, 2024 totaled $439.9 million, or 66.1% 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, 2024, 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 of March 31, 2024, the Bank is reporting as a qualifying community bank with a ratio of 13.23%.

 

Inflation

 

Substantially all of the Company's assets and liabilities relate to banking activities and are monetary. The consolidated financial statements and related financial data are presented following GAAP. GAAP currently requires the Company to measure the financial position and results of operations in terms of historical dollars, except for securities available for sale, impaired loans, and other real estate loans that are measured at fair value. Changes in the value of money due to rising inflation can cause purchasing power loss. Management's opinion is that movements in interest rates affect the financial condition and results of operations to a greater degree than changes in the rate of inflation. It should be noted that interest rates and inflation do affect each other but do not always move in correlation with each other. The Company's ability to match the interest sensitivity of its financial assets to the interest sensitivity of its liabilities in its asset/liability management may tend to minimize the effect of changes in interest rates on the Company's performance.

 

 

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

 

As required by Rule 13a-15(b) of the Exchange Act, an evaluation as of March 31, 2024 was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of March 31, 2024 were not effective due to the material weakness described below.

 

Management's Report in Internal Control Over Financial Reporting

 

During May 2024, while finalizing the unaudited interim financial statements, it was discovered that the accounting for fair value hedges was completed incorrectly in that instead of adjusting the fair value of loans the accumulated other comprehensive loss was adjusted.  As such, the Company has concluded that a material weakness exists in its internal controls over financial reporting. The fair value hedges were purchased in February 2024 and the error was discovered before any financial statements were issued.  Corrections were made to properly reflect the correct accounting treatments of fair value hedges. Consequently, the material weakness did not result in any identified misstatement, and there were no changes to previously issued financial statements. 

 

Remediation Plan for the Material Weakness

 

In the first quarter of 2024, corrections were made by management to properly account for the fair value hedges, which completely remedied the material weakness.  Management will continue to account for the fair value hedges in accordance with generally accepted accounting principles going forward.

 

Other than described above, during the three months ended March 31, 2024, 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

 

At March 31, 2024 we were not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, the outcome of which would not 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, 2023.

 

Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds, and Issuer Purchase of Equity Securities

 

On May 24, 2023, the Company announced it had received regulatory approval for the repurchase of up to 249,920 shares of its common stock, which was approximately 5% of its then outstanding common stock (excluding shares held by Bogota Financial, MHC). The program does not have a scheduled expiration date and the Board of Directors has the right to suspend or discontinue the program at any time. On March 6, 2024, the Company announced the completion of the repurchase program.  As of March 31, 2024, all 249,920 shares that were approved have been repurchased at a cost of $1.9 million.

 

On April 24, 2024, the Company announced it had received regulatory approval for the repurchase of up to 237,090 shares of its common stock, which is approximately 5% of its then outstanding common stock (excluding shares held by Bogota Financial, MHC).

 

The following table provides information on repurchases by the Company of its common stock under the Company's Board approved programs for the first quarter:

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period		Total Number of Shares Purchased				Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs				Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - 31, 2024			18,100			$	8.25				18,100				14,983
February 1 - 28, 2024			14,983				8.04				14,983				-
March 1 - 31, 2024			-				-				-				-
Total			33,083			$	8.15				33,083

 

Item 3.         Defaults Upon Senior Securities

 

None.

 

Item 4.         Mine Safety Disclosures

 

Not applicable.

 

Item 5.         Other Information

 

During the three months ended March 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.

.

 

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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		Amended and Restated Bylaws of Bogota Financial Corp. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 23, 2023 (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))
10.1		Employment Agreement between Bogota Savings Bank and Kevin Pace (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K of Bogota Financial Corp. (File No. 001-39180), filed with the Securities and Exchange Commission on March 28, 2024)
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, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of (Loss) Income, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements*
104		Cover Page Interactive Data File (formatted in XBRL and contained in Exhibit 101)

 

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*         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 15, 2024	/s/ Kevin Pace
	Kevin Pace
	President, Chief Executive Officer and Director
Date: May 15, 2024	/s/ Brian McCourt
	Brian McCourt
	Executive Vice President and Chief Financial Officer