0000943374-21-000200.txt : 20210504 0000943374-21-000200.hdr.sgml : 20210504 20210504090027 ACCESSION NUMBER: 0000943374-21-000200 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210504 DATE AS OF CHANGE: 20210504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bogota Financial Corp. CENTRAL INDEX KEY: 0001787414 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 843501231 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39180 FILM NUMBER: 21886218 BUSINESS ADDRESS: STREET 1: 819 TEANECK ROAD CITY: TEANECK STATE: NJ ZIP: 07666 BUSINESS PHONE: 201-862-0660 MAIL ADDRESS: STREET 1: 819 TEANECK ROAD CITY: TEANECK STATE: NJ ZIP: 07666 8-K 1 form8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 3, 2021

Bogota Financial Corp.
(Exact Name of Registrant as Specified in Charter)


Maryland
 
001-39180
 
84-3501231
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
     
819 Teaneck Road, Teaneck, New Jersey
 
07666
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code: (201) 862-0660

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.01
 
BSBK
 
The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [  ]


Item 2.02 Results of Operation and Financial Condition

On May 3, 2021, Bogota Financial Corp., the holding company for Bogota Savings Bank, issued a press release reporting its financial results for the three months ended March 31, 2021.

A copy of the press release announcing the results is included as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(a)
Financial Statements of Businesses Acquired.  Not applicable.

(b)
Pro Forma Financial Information.  Not applicable.

(c)
Shell Company Transactions.  Not applicable.

(d)
Exhibits.

Exhibit No.   Description


99.1
Press release dated May 3, 2021


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, hereunto duly authorized.


 
BOGOTA FINANCIAL CORP.
   
   
   
DATE: May 4, 2021
By:       /s/ Brian McCourt
 
Brian McCourt
 
Executive Vice President and Chief Financial Officer



EX-99.1 2 ex99-1.htm PRESS RELEASE DATED MAY 3, 2021
Exhibit 99.1

Bogota Financial Corp. Reports Results for the
Three Months Ended March 31, 2021


NEWS PROVIDED BY
Bogota Financial Corp.


Teaneck, New Jersey, May 3, 2021 – Bogota Financial Corp. (the “Company”) (NASDAQ: BSBK), the holding company for Bogota Savings Bank (the “Bank”), reported net income for the three months ended March 31, 2021 of $3.0 million, compared to net loss of $1.3 million for the comparable prior year period.  The Company recorded a bargain purchase gain of $1.9 million associated with the acquisition of Gibraltar Bank during the most recent quarter. Also, during the three months ended March 31, 2021, the Company had merger-related expenses of $318,000. The Company contributed cash and stock with a value of $2.9 million ($2.1 million after-tax) to the Bogota Charitable Foundation during the three months ended March 31, 2020.  Excluding the bargain purchase gain and the merger-related expenses in 2021 and the contribution to the charitable foundation in 2020, net income for the three months ended March 31, 2021 and 2020 was $1.4 million and $734,000, respectively.
On January 15, 2020, the Company became the holding company for the Bank when it completed the reorganization of the Bank into a two-tier mutual holding company form of organization. In connection with the reorganization, the Company sold 5,657,735 shares of common stock at a price of $10 per share, for gross proceeds of $56.6 million.  The Company also issued 263,150 shares of common stock and $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.”
On February 28, 2021, the Company completed its acquisition of Gibraltar Bank and as 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 in August 2021.  The merger added three branches to the Bank’s network and, in the second quarter of 2021, the Bank will be opening a new branch in Hasbrouck Heights, New Jersey, which will also include additional offices for staff.
Other Financial Highlights:
Total assets increased $103.0 million, or 13.9%, to $843.9 million from $740.9 million at December 31, 2020, primarily due to acquiring $106.0 million in assets from the Gibraltar Bank acquisition.
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.
Total deposits were $584.4 million, increasing $82.4 million, or 16.4%, during the three months ended March 31, 2021.
Return on average assets was 1.57% for the three-month period ended March 31, 2021 compared to (0.75) % for the corresponding period of 2020. Without the bargain purchase gain and merger-related expenses in 2021 and the charitable foundation contribution in 2020, the return on average assets would have been 0.73% and 0.41% for the three-month period ended March 31, 2021 and 2020, respectively.


Return on average equity was 9.11% for the three-month period ended March 31, 2021 compared to (5.97) % for the corresponding period of 2020. Without the bargain purchase gain and merger-related expenses in 2021 and the charitable foundation contribution in 2020, the return on average equity would have been 4.59% and 2.54% for the three-month period ended March 31, 2021 and 2020, respectively.
Joseph Coccaro, President and Chief Executive Officer, said, “During the first quarter, we successfully completed the acquisition of Gibraltar Bank.  We are very pleased to have completed our combination with Gibraltar Bank and extend a warm welcome to Gibraltar’s customers and employees. We look forward to working with the Gibraltar team in delivering to all of our customers and shareholders the benefits that we expect from this transaction."
“We are pleased with our continued strategy to expand our loan portfolio and the positive overall impacts of doing so on assets and income. We continue our efforts to expand our market presence, improve and expand our technology platform and offerings and manage our interest rate risk.”
Mr. Coccaro further stated, “We are pleased with our first quarter results and we continue to enjoy strong credit quality as non-performing loans and criticized assets remain very low.  We are off to a very strong start for 2021 with our net interest margin rising 71 basis points on a year of year comparison.  We have started a second round of SBA PPP loans and look forward to continuing to serve our community during the pandemic.  The economic impact of the COVID-19 pandemic on the Company’s operations was not material during 2020.  Our loan deferrals are down to five loans as of March 31, 2021.”
Paycheck Protection Program
As a qualified Small Business Administration lender, the Company was automatically authorized to originate loans under the Paycheck Protection Program (“PPP”).  During 2020, the Company received and processed 113 PPP applications totaling $10.5 million.  The Company is participating in the 2nd round of PPP loans and during the first quarter of 2021, the Company received and processed 46 PPP applications totaling $5.7 million.
COVID
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 to defer principal and/or interest payments.  Through December 31, 2020, the Company granted 172 loan modifications totaling $67.9 million, of which 153 loans remained in the portfolio at March 31, 2021, totaling $62.3 million, which represented 11.6% of the total loan portfolio.  As of March 31, 2021 5 loans are still on deferral, which represents $708,000 or 0.1% of net loans and all the loans are within the one-to-four family residential real estate portfolio.
Income Statement Analysis

Compared to the first quarter of 2020, net interest income increased $1.5 million, or 48.5%, to $4.6 million for the three months ended March 31, 2021. During the same period, the Company’s net interest margin increased from 1.79% to 2.50%, while the ratio of average interest-earning assets to average interest-bearing liabilities increased 1.0% to 123.09%.  The increase in net interest margin during the three months ended March 31, 2021 was mostly due to the higher ratio of average interest-earning assets to average interest-bearing liabilities and a lower cost of funds.

The Company reported a reduction to the allowance for loan losses of $59,000 for the three-month period ended March 31, 2021 compared to a $25,000 provision for loan losses during the same period last year.  The $19.6 million repayments of residential loans and the sale of $6.3 million of residential loans during the first quarter of 2021 was the main reason for the decrease in the allowance for loan losses.
Non-interest income was $2.3 million for the three months March 31, 2021, an increase of $2.2 million, or 1,810.2%, compared to $121,000 in the prior year period.  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.



For the three months ended March 31, 2021, non-interest expenses 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%, which was attributable to adding the new Gibraltar Bank employees.  Data processing expense increased $422,000 or 289.2%, due to core conversion costs and higher data processing costs.  The increase of other general operating expenses was mainly due to increased occupancy costs for the acquired Gibraltar Bank branches and the new branch location in Hasbrouck Heights expect to be open in June.

Balance Sheet Analysis
Total assets were $843.9 million at March 31, 2021, representing an increase of $102.9 million, or 13.9%, from December 31, 2020.  Cash and due from banks increased $45.6 million during the period primarily due to $19.6 million in repayments in residential loans and $19.3 million in cash from the Gibraltar Bank acquisition. Net loans increased $52.1 million or 9.3%, due to new production of $21.2 million, consisting of a relatively equal mix of residential real estate loans and commercial real estate loans and $77.0 million of loans acquired from Gibraltar Bank, which was offset by $46.1 million in repayments. Securities held to maturity increased $2.9 million due to the purchase of corporate bonds and mortgage-backed securities with excess cash.
Delinquent loans increased $1.4 million, or 152.3%, during the three-month period ended March 31, 2021, finishing at $2.2 million or 0.37% of total loans. During the same timeframe, non-performing assets increased $306,000, or 45.8%, to $974,000 due to the addition of one loan acquired in the Gibraltar Bank acquisition and were 0.11% of total assets at March 31, 2021. The Company’s allowance for loan losses was 0.36% of total loans and 225.94% of non-performing loans at March 31, 2021.
Total liabilities increased $88.4 million, or 14.4%, to $700.8 million mainly due to deposits and borrowings acquired from Gibraltar Bank. Deposits increased $82.4 million, or 16.4%, which included $81.4 million of deposits acquired from Gibraltar Bank.  Federal Home Loan Bank advances increased $3.5 million, or 3.4%, as the $10.0 million of borrowings acquired from Gibraltar Bank were offset by $6.5 million of borrowings that matured.
Stockholders’ equity increased $14.6 million to $143.1 million, as a result of $11.5 million of capital acquired from Gibraltar Bank and net income of $3.0 million for the first quarter of 2021. At March 31, 2021, the Company’s ratio of average stockholders’ equity-to-total assets was 15.83%, compared to 16.27% at March 31, 2020.

EXPLANATORY NOTE
The Company was formed to serve as the mid-tier stock holding company for the Bank in connection with the reorganization of the Bank and its mutual holding company, Bogota Financial, MHC, into the two-tier mutual holding company structure.
About Bogota Financial Corp.
Bogota Financial Corp. is a Maryland corporation organized as the mid-tier holding company of Bogota Savings Bank and is the majority-owned subsidiary of Bogota Financial, MHC. Bogota Savings Bank is a New Jersey chartered stock savings bank that has served the banking needs of its customers in northern and central New Jersey since 1893. It operates from five offices located in Bogota, Newark, Oak Ridge, Parsippany and Teaneck, New Jersey.
Forward-Looking Statements
This press release contains certain forward-looking statements about the Company and the Bank.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”  Forward-looking statements, by their nature, are subject to risks and uncertainties.  Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative, accounting and regulatory changes that could adversely affect the business in which the Company and the Bank are engaged.
Further, given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 outbreak on the Company’s 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, the Company could be subject to any of the following risks, any of which could have a material, adverse effect on the Company’s business, financial condition, liquidity, and results of operations: demand for the Company’s 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; the Company’s allowance for loan losses may have to be increased if borrowers experience financial difficulties, which will adversely affect the Company’s net income; the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; the Company’s cyber security risks are increased as the result of an increase in the number of employees working remotely; and FDIC premiums may increase if the agency experience additional resolution costs.
The Company undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

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
   
5,994,000
     
5,858,100
 
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
   
2,581,213
     
2,153,076
 
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 outstanding 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
 

BOGOTA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME

   
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 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
     
 
Purchase bargain 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
   
568,309
     
146,025
 
Advertising
   
60,000
     
59,634
 
Director fees
   
198,239
     
186,281
 
Professional fees
   
577,182
     
132,333
 
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
 

BOGOTA FINANCIAL CORP.
SELECTED RATIOS


 
 
At or For the Three Months
Ended March 31,
 
   
2021
   
2020
 
Performance Ratios (1):
           
Return (loss) on average assets (2)
   
1.57
%
   
(0.75
)%
Return (loss) on average equity (3)
   
9.11
%
   
(5.97
)%
Interest rate spread (4)
   
2.26
%
   
1.42
%
Net interest margin (5)
   
2.50
%
   
1.79
%
Efficiency ratio (6)
   
51.71
%
   
158.26
%
Average interest-earning assets to average interest-bearing liabilities
   
123.09
%
   
121.87
%
Net loans to deposits
   
104.34
%
   
114.46
%
Equity to assets (7)
   
15.83
%
   
16.27
%
Capital Ratios:
               
Tier 1 capital to average assets
   
17.93
%
   
17.39
%
Asset Quality Ratios:
               
Allowance for loan losses as a percent of total loans
   
0.36
%
   
0.37
%
Allowance for loan losses as a percent of non-performing loans
   
225.94
%
   
347.89
%
Net recoveries to average outstanding loans during the period
   
0.00
%
   
0.00
%
Non-performing loans as a percent of total loans
   
0.16
%
   
0.11
%
Non-performing assets as a percent of total assets
   
0.11
%
   
0.08
%
                 
(1)
Performance ratios are annualized.
(2)
Represents net income divided by average total assets.
(3)
Represents net income divided by average equity.
(4)
Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities.  Tax exempt income is reported on a tax equivalent basis using a combined federal and state marginal tax rate of 30%.
(5)
Represents net interest income as a percent of average interest-earning assets.  Tax exempt income is reported on a tax equivalent basis using a combined federal and state marginal tax rate of 30% for 2021 and 2020.
(6)
Represents non-interest expenses divided by the sum of net interest income and non-interest income.
(7)
Represents average equity divided by average total assets.











BOGOTA FINANCIAL CORP.
RECONCILIATION OF GAAP TO NON-GAAP

The Company’s management believes that the presentation of net income on a non-GAAP basis, excluding nonrecurring items, provides useful information for evaluating the Company’s operating results and any related trends that may be affecting the Company’s business. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP.

 
Three months ended March 31, 2021
 
 
Income Before Income Taxes
   
Provision for Income Taxes
   
Net Income
 
GAAP basis
$
3,524,450
   
$
518,143
   
$
3,006,307
 
 Add: merger-related expenses
 
318,265
     
     
318,265
 
 Less: Bargain purchase gain
 
(1,933,397
)
   
     
(1,933,397
)
Non-GAAP basis
$
1,909,318
   
$
518,143
   
$
1,391,175
 
                       
 
Three months ended March 31, 2020
 
 
Income Before Income Taxes
   
Provision for Income Taxes
   
Net Income
 
 GAAP basis
$
(1,892,297
)
 
$
(554,714
)
 
$
(1,337,583
)
Add: Charitable Foundation Contribution
 
2,881,500
     
809,990
     
2,071,510
 
 Non-GAAP basis
$
989,203
   
$
255,276
   
$
733,927
 
                       
 
Three months ended March 31,
 
Return on average assets (annualized):
2021
   
2020
         
GAAP
 
1.57
%
 
(0.75)
%        
Non-GAAP
 
0.73
%
   
0.41
%
       
Return on average equity (annualized):
                     
GAAP
 
9.11
%
 
(5.97)
%
       
Non-GAAP
 
4.59
%
   
2.54
%
       


Contacts
Joseph Coccaro – President & CEO, 201-862-0660 ext. 1110