Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

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, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and March 31, 2025 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 may contain 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:

These forward-looking statements are based on our current beliefs and expectations 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:

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 for the year ended December 31, 2025. 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, 2026 and December 31, 2025

Total Assets. Assets decreased $27.7 million, or 3.1%, from $904.9 million at December 31, 2025 to $877.2 million at March 31, 2026, due largely to a $7.7 million, or 21.6%, decrease in cash and cash equivalents, an $8.2 million, or 1.3%, decrease in loans and a $13.2 million, or 8.4%, decrease in securities available for sale.

Cash and Cash Equivalents. Cash and cash equivalents decreased $7.7 million, or 21.6%, to $27.9 million at March 31, 2026 from $35.6 million at December 31, 2025, as excess funds from increased borrowings, security maturities and loan payments were used to offset deposit outflows.

Investment in Limited Partnership. Net equity investments were $2.4 million, at March 31, 2026 and December 31, 2025. This investment was part of a $10 million commitment to fund a limited partnership which invests in sale leaseback transactions.

Securities Available for Sale. Securities available for sale decreased $13.2 million, or 8.4%, to $144.9 million at March 31, 2026 from $158.1 million at December 31, 2025, due to principal repayments of mortgage-backed securities and maturities of corporate bonds.

Net Loans. Net loans decreased $8.2 million, or 1.3%, to $639.4 million at March 31, 2026 from $647.6 million at December 31, 2025. The decrease was due to a decrease of $5.4 million, or 1.2%, in one- to four-residential real estate loans to $438.5 million from $443.9 million at December 31, 2025, a decrease of $3.2 million, or 14.5%, in construction loans to $18.9 million at March 31, 2026 from $22.0 million at December 31, 2025, a decrease of $394,000, or 12.3%, in commercial and industrial loans to $2.8 million at March 31, 2026 from $3.2 million at December 31, 2025, and a decrease of $4.4 million, or 3.6%, in commercial real estate loans to $117.6 million at March 31, 2026 from $122.0 million at December 31, 2025, offset by a $5.2 million, or 8.8%, increase in multi-family real estate loans to $64.1 million at March 31, 2026 from $58.9 million at December 31, 2025. The decreases in one- to four-residential real estate loans and construction loans reflected a decrease in demand for such loans due to the interest rate environment. As of March 31, 2026 and December 31, 2025, the Bank had no loans held for sale.

Asset Quality. Delinquent loans increased $1.3 million to $28.1 million, or 4.4% of total loans, at March 31, 2026, compared to $26.8 million, or 4.2% of total loans, at December 31, 2025. The increase was primarily due to an increase in commercial real estate loans. All delinquent loans are considered well-secured. During the same timeframe, non-performing assets increased from $13.3 million at December 31, 2025 to $13.4 million, which represented 1.5% of total assets at March 31, 2026. The Company's allowance for credit losses was 0.40% of total loans and 19.69% of non-performing loans at March 31, 2026 compared to 0.39% of total loans and 19.38% of non-performing loans at December 31, 2025. The Bank has limited exposure to commercial real estate loans secured by office space. Non-performing loans at March 31, 2026 were primarily comprised of one construction loan for a catering hall that is 99% complete, with a balance of $10.9 million and a loan to value ratio of 45%. Based on the well-secured nature of the loan, there was no associated specific reserve at March 31, 2026. The Company has commenced legal action to foreclose on the property, which is ongoing. We did not record any specific reserves or charge-offs for our nonaccrual loans. The Company did not record any charge-offs for the three months ended March 31, 2026 or 2025.

Total Liabilities. Total liabilities decreased $28.8 million, or 3.8%, to $735.2 million as of March 31, 2026 from $764.0 million as of December 31, 2025, primarily due to a $51.6 million decrease in deposits, offset by a $22.6 million increase in borrowings.

Deposits. Deposits decreased $51.6 million, or 7.9%, to $600.9 million at March 31, 2026 from $652.4 million at December 31, 2025. The decrease in deposits was due to an decrease in certificates of deposit of $65.4 million, or 13.2%, to $428.6 million as of March 31, 2026 from $493.9 million at December 31, 2025, offset by an increase in savings accounts of $5.3 million, or 9.6%, to $58.8 million as of March 31, 2026 from $54.6 million at December 31, 2025, a increase in money market deposit accounts of $1.3 million, or 12.6%, to $11.5 million as of March 31, 2026 from $10.2 million at December 31, 2025, a $763,000, or 2.7%, an increase in noninterest bearing accounts to $28.9 million as of March 31, 2026 from $28.2 million at December 31, 2025, and by a $6.5 million, or 9.9%, increase in NOW accounts to $72.0 million as of March 31, 2026 from $65.5 million at December 31, 2025. The overall changes reflected the Company's efforts to move certificates of deposit into core deposit accounts.

At March 31, 2026, municipal deposits totaled $48.5 million, which represented 8.1% of total deposits, and brokered deposits totaled $89.6 million, which represented 14.9% of deposits. At December 31, 2025, municipal deposits totaled $45.1 million, which represented 6.9% of deposits, and brokered deposits totaled $109.7 million, which represented 16.8% of total deposits. At March 31, 2026, uninsured deposits totaled $52.3 million, comprised of 303 account holders, which represented 8.7% of total deposits.

Borrowings. Federal Home Loan Bank of New York borrowings increased $22.6 million, or 24.2%, to $115.9 million at March 31, 2026 from $93.3 million at December 31, 2025. Long-term advances decreased $15.9 million, while short-term advances increased by $38.5 million. The weighted average rate of borrowings was 4.17% and 4.35% as of March 31, 2026 and December 31, 2025, respectively. Total borrowing capacity at the Federal Home Loan Bank was $236.4 million at March 31, 2026, of which $115.9 million has been advanced. The increase in borrowings was largely attributable to the outflow of deposits during the three months ended March 31, 2026.

Total Equity. Stockholders' equity increased $1.1 million to $142.1 million, primarily due to net income of $706,000 and less changes in accumulated other comprehensive income of $283,000 and stock-based compensation of $225,000, offset by stock repurchases of $125,000. At March 31, 2026, the Company's ratio of average stockholders' equity-to-average total assets was 16.28%, compared to 15.13% at December 31, 2025.

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.

(1) Cash flow and fair value hedges are used to manage interest rate risk. During the three months ended March 31, 2026 and 2025, the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was an increased expense of $37,000 and a reduced expense of $177,000 respectively.

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

(3) 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.

Comparison of Operating Results for the Three Months Ended March 31, 2026 and March 31, 2025

General. Net income decreased $25,000 to $706,000 for the three months ended March 31, 2026 from a net income of $731,000 for the three months ended March 31, 2025. This decrease was primarily due to a decrease of $568,000 in non-interest income and an increase of $240,000 in income taxes, partially offset by an increase of $703,000 in net interest income, an increase $130,000 in the provision for credit losses and a decrease of $80,000 in non-interest expense.

Interest Income. Interest income decreased $435,000, or 4.0%, to $10.5 million for the three months ended March 31, 2025 compared to $10.9 million for the three months ended March 31, 2026.

Interest income on cash and cash equivalents decreased $142,000, or 53.6%, to $123,000 for the three months ended March 31, 2026 from $265,000 for the three months ended March 31, 2025 due to a $5.3 million decrease in the average balance to $11.3 million for the three months ended March 31, 2026 from $16.6 million for the three months ended March 31, 2025, reflecting an increase in securities and a reduction of borrowings. This was also due to a 203-basis point decrease in the average yield from 6.37% for the three months ended March 31, 2025 to 4.34% for the three months ended March 31, 2026 resulting from the lower interest rate environment.

Interest income on loans decreased $615,000, or 7.1%, to $8.0 million for the three months ended March 31, 2026 compared to $8.6 million for the three months ended March 31, 2025 due to a $57.2 million decrease in the average balance to $647.9 million for the three months ended March 31, 2026 from $705.1 million for the three months ended March 31, 2025, slightly offset by a five basis point increase in the average yield from 4.88% for the three months ended March 31, 2025 to 4.93% for the three months ended March 31, 2026.

Interest Expense. Interest expense decreased $1.3 million, or 17.3%, from $7.3 million for the three months ended March 31, 2025 to $6.1 million for the three months ended March 31, 2026 due to lower costs on deposits and lower balances on borrowings. During the three months ended March 31, 2026, the use of hedges increased the interest expense on the FHLB advances and brokered deposits by $37,000. At March 31, 2026, cash flow hedges used to manage interest rate risk had a notional value of $67.5 million, while fair value hedges totaled $30.0 million in notional value.

Net Interest Income. Net interest income increased $833,000, or 23.2%, to $4.4 million for the three months ended March 31, 2026 from $3.6 million for the three months ended March 31, 2025. The increase reflected a 48-basis point increase in our net interest rate spread to 1.60% for the three months ended March 31, 2026 from 1.12% for the three months ended March 31, 2025. Our net interest margin increased 54 basis points to 2.20% for the three months ended March 31, 2026 from 1.66% for the three months ended March 31, 2025.

Provision for Credit Losses. We recorded a $50,000 provision for credit losses for the three months ended March 31, 2026 compared to $80,000 recovery for credit losses for the three months ended March 31, 2025 due to higher delinquent commercial loan balances.

Non-Interest Income. Non-interest income decreased $568,000, or 63.9%, to $321,000 for the three months ended March 31, 2026 from $889,000 for the three months ended March 31, 2025 due to a death benefit received last year related to a former employee.

Non-Interest Expense. For the three months ended March 31, 2026, non-interest expense decreased $80,000, or 2.1%, compared to the comparable March 31, 2025 period. Salaries and employee benefits decreased $27,000, or 1.3%, due to lower headcount. FDIC insurance premiums decreased $8,000, or 7.1%, due to lower deposit balances in 2026. Data processing expense decreased $45,000, or 14.2%, due to lower processing costs. Director fees decreased $21,000, or 13.1%, due to fewer members on the board. The decrease in advertising expense of $54,000, or 50.7%, was due to reduced promotions for branch locations and less promotions on deposit and loan products. Professional fees increased $44,000, or 21.9%, due to higher legal costs in 2026. Occupancy and equipment increased $31,000, or 4.6%, due to higher snow removal costs in 2026.

Income Tax Expense. Income tax expense increased $240,000 to an expense of $212,000 for the three months ended March 31, 2026 from a $28,000 benefit for the three months ended March 31, 2025. The increase was due to an increase of $755,000 in pre-tax 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, 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 all 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 and 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, 2026. All estimated changes presented in the table are within the policy limits approved by the board of directors.

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 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, 2026, 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:

The preceding simulation does not represent a forecast of actual results and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, which are subject to change, including: the nature and timing of interest rate levels, including the yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. Also, as market conditions vary, prepayment/refinancing levels, the varying impact of interest rate changes on caps and floors embedded in adjustable-rate loans, early withdrawal of deposits, changes in product preferences, and other internal/external variables will likely deviate from those assumed.

Liquidity and Capital Resources

Liquidity. Liquidity describes our ability to meet 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, 2026, we had the ability to borrow up to $236.4 million, of which $115.9 million was outstanding and $5.2 million was utilized as collateral for letters of credit issued to secure municipal deposits. At March 31, 2026, 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, 2026.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, loan prepayments and loan and security sales 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, 2026, cash and cash equivalents totaled $27.9 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $144.9 million at March 31, 2026.

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, 2026 totaled $337.8 million, or 56.2% 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, 2026, 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, 2026, the Bank reported as a qualifying community bank with a ratio of 16.39%.

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 in accordance with 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 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.