Statements in this Form 10-K that are not statements of historical fact are
forward-looking statements which are made in good faith by us. Forward-looking
statements include, but are not limited to: (1) projections of revenues, income
or loss, earnings or loss per share of common stock, capital structure and other
financial items; (2) plans and objectives of the management or Boards of
Directors of CF Bankshares Inc. (the "Holding Company") or CFBank, National
Association ("CFBank" and, together with the Holding Company, the "Company");
(3) statements regarding future events, actions or economic performance; and (4)
statements of assumptions underlying such statements. Words such as "estimate,"
"strategy," "may," "believe," "anticipate," "expect," "predict," "will,"
"intend," "plan," "targeted," and the negative of these terms, or similar
expressions, are intended to identify forward-looking statements, but are not
the exclusive means of identifying such statements. Various risks and
uncertainties may cause actual results to differ materially from those indicated
by our forward-looking statements, including, without limitation, those risks
set forth in the section captioned "RISK FACTORS" in Part I, Item 1A of this
Form 10-K.

Forward-looking statements are not guarantees of performance or results. A
forward-looking statement may include a statement of the assumptions or bases
underlying the forward-looking statement. We believe that we have chosen these
assumptions or bases in good faith and that they are reasonable. We caution you,
however, that assumptions or bases almost always vary from actual results, and
the differences between assumptions or bases and actual results can be material.
The forward-looking statements included in this Form 10-K speak only as of the
date hereof. We undertake no obligation to publicly release revisions to any
forward-looking statements to reflect events or circumstances after the date of
such statements, except to the extent required by law.


?
                                       40

--------------------------------------------------------------------------------

Table of Contents

CONDENSED CONSOLIDATED FINANCIAL DATA



The following information should be read in conjunction with our Consolidated
Financial Statements, the related Notes and Management's Discussion and Analysis
of Financial Condition and Results of Operations contained in this report.

                                                                    At December 31,
                                             2022           2021           2020          2019         2018
                                                                 (Dollars in thousands)
Selected Financial Condition Data:
Total assets                             $ 1,820,174    $ 1,495,589    $ 1,476,995    $ 880,545    $ 665,025
Cash and cash equivalents                    151,787        166,591        221,594       45,879       67,304
Securities available for sale                 10,442         16,347          8,701        8,174       10,114
Equity securities                              5,000          5,000          5,000            -            -
Loans held for sale                              580         27,988        283,165      135,711       17,385
Loans and leases, net (1)                  1,572,255      1,214,149        895,344      663,303      550,683
Allowance for loan and lease loss (ALLL)      16,062         15,508         17,022        7,138        7,012
Nonperforming assets                             761            997            695        2,439          415
Foreclosed assets                                  -              -               -           -           38
Deposits                                   1,527,922      1,246,352      1,113,070      746,323      579,786
FHLB advances and other debt                 109,461         89,727        214,426       29,017       19,500
Subordinated debentures                       14,922         14,883         14,844       14,806       14,767
Total stockholders' equity              139,248        125,330        110,210       80,664       45,559


                                                  For the year ended December 31,
                                      2022        2021        2020        2019        2018
                                                      (Dollars in thousands)
Summary of Operations:
Total interest income               $ 67,764    $ 52,348    $ 42,386    $ 35,104    $ 24,886
Total interest expense                18,974      10,309      14,578      13,404       6,997
Net interest income                   48,790      42,039      27,808      21,700      17,889
Provision for loan and lease losses      787      (1,600)     10,915           -            -
Net interest income after provision
for loan and lease losses             48,003      43,639      16,893      21,700      17,889
Noninterest income:
Net gain on sale of loans              1,009       7,359      58,366      10,767       1,927
Other                                  2,201       4,281       1,627         953         789
Total noninterest income               3,210      11,640      59,993      11,720       2,716
Noninterest expense                   28,621      32,461      40,603      21,379      15,275
Income before income taxes            22,592      22,818      36,283      12,041       5,330
Income tax expense                     4,428       4,365       6,675       2,440       1,057
Net income                          $ 18,164    $ 18,453    $ 29,608    $  9,601    $  4,273



?
                                       41

--------------------------------------------------------------------------------


  Table of Contents


                                                 At or for the year ended December 31,
                                       2022         2021         2020        2019         2018
                                                        (Dollars in thousands)
Selected Financial Ratios and Other
Data:
Performance Ratios (2)
Return on average assets                 1.11%        1.26%        2.59%       1.30%        0.78%
Return on average equity                13.69%       15.58%       32.04%      17.57%       10.11%
Average yield on interest-earning
assets (3)                               4.37%        3.79%        3.89%       4.98%        4.75%
Average rate paid on
interest-bearing liabilities             1.55%        0.95%        1.64%       2.38%        1.71%
Average interest rate spread (4)         2.82%        2.84%        2.25%       2.60%        3.04%
Net interest margin, fully taxable
equivalent (5)                           3.15%        3.04%        2.55%       3.08%        3.41%
Average interest-earning assets to
interest bearing liabilities           126.74%      127.13%      122.64%     124.90%      128.04%
Efficiency ratio (6)                    55.04%       60.47%       46.24%      63.97%       74.13%
Noninterest expenses to average
assets                                   1.76%        2.22%        3.55%       2.89%        2.78%
Common stock dividend payout ratio       6.47%        4.69%        0.67%    

n/m n/m



Capital Ratios: (2)
Equity to total assets at end of
period                                   7.65%        8.38%        7.46%       9.16%        6.85%
Average equity to average assets         8.14%        8.11%        8.07%       7.39%        7.68%
Tier 1 (core) capital to adjusted
total assets (Leverage ratio) (7)        9.89%       11.29%        9.74%      10.58%       10.13%
Total capital to risk weighted
assets (7)                              12.74%       14.02%       14.31%      12.96%       12.37%
Tier 1 (core) capital to risk
weighted assets (7)                     11.65%       12.77%       13.05%      11.97%       11.12%
Common equity tier 1 capital to
risk weighted assets (7)                11.65%       12.77%       13.05%    

11.97% 11.12%



Asset Quality Ratios: (2)
Nonperforming loans to total loans
(8)                                      0.05%        0.08%        0.08%       0.36%        0.07%
Nonperforming assets to total
assets (9)                               0.04%        0.07%        0.05%       0.28%        0.06%
Allowance for loan and lease losses
to total loans                           1.01%        1.26%        1.87%       1.06%        1.26%
Allowance for loan and lease losses
to nonperforming loans (8)            2110.64%     1555.47%     2449.21%     292.66%     1859.95%
Net charge-offs (recoveries) to
average loans                            0.02%      (0.01%)         0.13    

(0.02%) (0.01%)



Per Share Data: (10)
Basic earnings per common share     $     2.84   $     2.84   $     4.53   $    2.05   $     1.02
Diluted earnings per common share         2.78         2.77         4.47        2.03         1.00
Dividends declared per common share       0.18         0.13         0.03           -            -
Tangible book value per common
share at end of period                   21.43        19.28        16.79    

12.40 10.51

(1) Loans and leases, net represents the recorded investment in loans net of the ALLL.

(2) Asset quality ratios and capital ratios are end-of-period ratios. All other ratios are based

on average monthly balances during the indicated periods.

(3) Calculations of yield are presented on a taxable equivalent basis using the federal income

tax rate.

(4) The average interest rate spread represents the difference between the weighted average

yield on average interest-earning assets and the weighted average cost of average

interest-bearing liabilities.

(5) The net interest margin represents net interest income as a percent of average

interest-earning assets.

(6) The efficiency ratio equals noninterest expense (excluding amortization of intangibles and

foreclosed asset writedowns) divided by net interest income plus noninterest income

(excluding gains or losses on securities transactions).

(7) Regulatory capital ratios of CFBank.

(8) Nonperforming loans consist of nonaccrual loans and other loans 90 days or more past due.

(9) Nonperforming assets consist of nonperforming loans and foreclosed assets. (10) Adjusted to reflect the 1-for-5.5 reverse stock split effected on August 20, 2018.



       n/m - not meaningful



?
                                       42

--------------------------------------------------------------------------------


  Table of Contents


Business Overview

The Holding Company is a financial holding company that owns 100% of the stock
of CFBank, which was formed in Ohio in 1892 and converted from a federal savings
association to a national bank on December 1, 2016. Prior to December 1, 2016,
the Holding Company was a registered savings and loan holding company. Effective
as of December 1, 2016 and in conjunction with the conversion of CFBank to a
national bank, the Holding Company became a registered bank holding company and
elected financial holding company status with the Federal Reserve Board (the
"FRB"). Effective as of July 27, 2020, the Company changed its name from Central
Federal Corporation to CF Bankshares Inc.

CFBank focuses on serving the financial needs of closely held businesses and
entrepreneurs, by providing comprehensive Commercial, Retail, and Mortgage
Lending services presence. In all regional markets, CFBank provides commercial
loans and equipment leases, commercial and residential real estate loans and
treasury management depository services, residential mortgage lending, and
full-service commercial and retail banking services and products. CFBank seeks
to differentiate itself from its competitors by providing individualized service
coupled with direct customer access to decision-makers, and ease of doing
business. We believe that CFBank matches the sophistication of much larger
banks, without the bureaucracy.

Most of our deposits and loans come from our market area. Our principal market
area for loans and deposits includes the following Ohio counties: Franklin
County through our office in Columbus, Ohio (formerly located in Worthington,
Ohio until March 1, 2023) and our loan production office in Columbus, Ohio;
Delaware County, Ohio through our Polaris office in Columbus, Ohio; Cuyahoga
County, through our office in Woodmere, Ohio and our Ohio City office in
Cleveland, Ohio; Summit County through our office in Fairlawn, Ohio; Hamilton
County through our offices in Blue Ash, Ohio and our Red Bank office in
Cincinnati, Ohio; and Marion County, Indiana through our office in Indianapolis.
Because of CFBank's concentration of business activities in Ohio, the Company's
financial condition and results of operations depend in large part upon economic
conditions in Ohio.

COVID-19 Impact. The World Health Organization declared the coronavirus COVID-19
a pandemic in March 2020. COVID-19 negatively impacted global, national and
local economies, disrupted global and national supply chains, lowered equity
market valuations, and created significant volatility and disruption in
financial markets. While the direct impacts related to the COVID-19 pandemic
have waned, certain economic concerns remain. The extent to which COVID-19 will
continue to impact our business, results of operations, and financial condition,
as well as our regulatory capital and liquidity ratios, will depend on future
developments, which are highly uncertain and cannot be predicted. In addition, a
resurgence in the spread of COVID-19, including new variants thereof, or a new
pandemic could result in similar, or potentially greater, impacts in the future
which could adversely affect our business, financial condition, liquidity, and
results of operations.

During the COVID-19 pandemic, we assisted numerous existing and new customers
through our participation in the Paycheck Protection Program ("PPP") and by
providing temporary loan modifications to loan customers. CFBank originated
approximately $126 million of PPP loans during the second quarter of 2020 to
over 550 borrowers. The PPP loans provided low interest rates (1%) and
potentially forgivable funds to small businesses and are fully guaranteed by the
SBA, warranting no credit loss provision. Using the PPP loans as collateral,
CFBank funded nearly all of the PPP loans through loans obtained under the FRB's
Paycheck Protection Program Liquidity Facility ("PPPLF"), which carried a low
interest rate of 0.35%. CFBank's loans outstanding through the PPP totaled
$50,000 at December 31, 2022 and $450,000 at December 31, 2021. During the
pandemic, CFBank also granted payment deferrals on loans totaling approximately
$100 million (or approximately 12% of outstanding loan balances). At December
31, 2022, there were no remaining loans on payment deferrals.

Repositioning of Residential Mortgage Business Model. In early 2021 a shift in
the mortgage industry resulted in significantly fewer refinance opportunities
and lower margins on residential mortgage loans. In response, the Company
strategically scaled down and repositioned its Residential Mortgage Business and
exited the direct-to-consumer mortgage business in favor of lending in our
regional markets. Our Commercial Banking Business continues to experience strong
growth and has become the primary driver of our earnings and performance.

Critical Accounting Policies and Estimates



We follow financial accounting and reporting policies that are in accordance
with U.S. generally accepted accounting principles and conform to general
practices within the banking industry. These policies are presented in Note 1 to
our Consolidated Financial Statements. Some of these accounting policies are
considered to be critical accounting policies, which are those policies that are
both most important to the portrayal of the Company's financial condition and
results of operations, and require management's most difficult, subjective or
complex judgments, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain. Application of assumptions
different than those used by management could result in material changes in our
financial condition or results of operations. These policies, current
assumptions and estimates utilized, and the related disclosure of this process,
are determined by management and routinely reviewed with the Audit Committee of
the Board of Directors. We believe that the judgments, estimates and assumptions
used in the preparation of the consolidated financial statements were
appropriate given the factual circumstances at the time.

                                       43

--------------------------------------------------------------------------------

Table of Contents




We have identified accounting policies that are critical accounting policies,
and an understanding of these policies is necessary to understand our financial
statements. The following discussion details the critical accounting policies
and the nature of the estimates made by management.

Determination of the allowance for loan and lease losses. The ALLL represents
management's estimate of probable incurred credit losses in the loan portfolio
at each balance sheet date. The allowance consists of general and specific
components. The general component covers loans not classified as impaired and is
based on historical loss experience, adjusted for current factors. Current
factors considered include, but are not limited to, management's oversight of
the portfolio, including lending policies and procedures; nature, level and
trend of the portfolio, including past due and nonperforming loans, loan
concentrations, loan terms and other characteristics; current economic
conditions and outlook; collateral values; and other items. The specific
component of the ALLL relates to loans that are individually classified as
impaired. Loans exceeding policy thresholds are regularly reviewed to identify
impairment. A loan is impaired when, based on current information and events, it
is probable that CFBank will be unable to collect all amounts due according to
the contractual terms of the loan agreement. Loans for which the terms have been
modified resulting in a concession, and for which the borrower is experiencing
financial difficulties, are considered troubled debt restructurings and
classified as impaired. Determining whether a loan is impaired and whether there
is an impairment loss requires judgment and estimates, and the eventual outcomes
may differ from estimates made by management. The determination of whether a
loan is impaired includes: review of historical data; judgments regarding the
ability of the borrower to meet the terms of the loan; an evaluation of the
collateral securing the loan and estimation of its value, net of selling
expenses, if applicable; various collection strategies; and other factors
relevant to the loan or loans. Impairment is measured based on the fair value of
collateral, less costs to sell, if the loan is collateral dependent, or
alternatively, the present value of expected future cash flows discounted at the
loan's effective rate, if the loan is not collateral dependent. When the
selected measure is less than the recorded investment in the loan, an impairment
loss is recorded. As a result, determining the appropriate level for the ALLL
involves not only evaluating the current financial situation of individual
borrowers or groups of borrowers, but also current predictions about future
events that could change before an actual loss is determined. Based on the
variables involved and the fact that management must make judgments about
outcomes that are inherently uncertain, the determination of the ALLL is
considered to be a critical accounting policy. Additional information regarding
this policy is included in the previous section titled "Financial Condition -
Allowance for loan and lease losses" and in Notes 1, 4 and 6 in the accompanying
Notes to Consolidated Financial Statements.

Fair value of financial instruments. Another critical accounting policy relates
to fair value of financial instruments, which are estimated using relevant
market information and other assumptions. Fair value estimates involve
uncertainties and matters of significant judgment regarding interest rates,
credit risk, prepayments, and other factors, especially in the absence of broad
markets for particular items. Changes in assumptions or in market conditions
could significantly affect the estimates. Additional information is included in
Notes 1 and 6 in the accompanying Notes to Consolidated Financial Statements.

Mortgage banking derivatives. Another critical accounting policy relates to the
fair value of mortgage banking derivatives. Mortgage banking derivatives include
two types of commitments: rate lock commitments and forward loan commitments.
The fair values of these mortgage derivatives are based on anticipated gains on
the underlying loans and are based on valuation models using observable market
data as of the measurement date. Changes in the fair value of the derivatives
are reported currently in earnings, as other noninterest income. Changes in
assumptions or in market conditions could significantly affect the estimates.
Additional information is included in Notes 1, 6 and 18 in the accompanying
Notes to Consolidated Financial Statements.

General



Our net income is dependent primarily on net interest income, which is the
difference between the interest income earned on loans and securities and our
cost of funds, consisting of interest paid on deposits and borrowed funds. Net
interest income is affected by regulatory, economic and competitive factors that
influence interest rates, loan demand, the level of nonperforming assets and
deposit flows.

Net income is also affected by, among other things, provisions for loan and
lease losses, loan fee income, service charges, gains on loan sales, operating
expenses, and taxes. Operating expenses principally consist of employee
compensation and benefits, occupancy, advertising and marketing, data
processing, professional fees, FDIC insurance premiums and other general and
administrative expenses. Our results of operations are significantly affected by
general economic and competitive conditions, changes in market interest rates
and real estate values, government policies and actions of regulatory
authorities. Our regulators have extensive discretion in their supervisory and
enforcement activities, including the authority to impose restrictions on our
operations, to classify our assets and to require us to increase the level of
our allowance for loan and lease losses. Any change in such regulation and
oversight, whether in the form of regulatory policy, regulations, legislation or
supervisory action, may have a material impact on our business, financial
condition, results of operations and/or cash flows.

Management's discussion and analysis represents a review of our consolidated
financial condition and results of operations for the periods presented. This
review should be read in conjunction with our consolidated financial statements
and related notes.

                                       44

--------------------------------------------------------------------------------


  Table of Contents


Financial Condition

General. Assets totaled $1.8 billion at December 31, 2022 and increased $324.6
million, or 21.7%, from $1.5 billion at December 31, 2021. The increase was
primarily due to a $358.1 million increase in net loan balances, partially
offset by a $27.4 million decrease in loans held for sale and a $14.8 million
decrease in cash and cash equivalents.

Cash and cash equivalents. Cash and cash equivalents totaled $151.8 million at
December 31, 2022, and decreased $14.8 million, or 8.9%, from $166.6 million at
December 31, 2021. The decrease in cash and cash equivalents was primarily
attributed to an increase in net loans, partially offset by an increase in
deposits and a decrease in loans held for sale.

Securities. Securities available for sale totaled $10.4 million at December 31,
2022, and decreased $5.9 million, or 36.1%, compared to $16.3 million at
December 31, 2021. The decrease was primarily due to principal maturities.
Equity securities totaled $5.0 million at December 31, 2022 and December 31,
2021.

Loans held for sale. Loans held for sale totaled $580,000 at December 31, 2022
and decreased $27.4 million, or 97.9%, from $28.0 million at December 31, 2021.
The decrease is the result of the Company's decision to strategically scale down
its Residential Mortgage Business in response to the shift in the residential
mortgage industry.

Loans and Leases. Net loans and leases totaled $1.6 billion at December 31,
2022, and increased $358.1 million, or 29.5%, from $1.2 billion at December 31,
2021. The increase was primarily due to a $118.3 million increase in
single-family residential loan balances, a $100.8 million increase in
construction loan balances, a $90.5 million increase in commercial loan
balances, a $27.4 million increase in multi-family loan balances, a $15.5
million increase in commercial real estate loan balances, and a $6.5 million
increase in home equity lines of credit. The increases in the aforementioned
loan balances were related to increased sales activity and new relationships.

CFBank previously participated in a Mortgage Purchase Program with Northpointe
Bank ("Northpointe"), a Michigan banking corporation, from December 2012 until
CFBank discontinued its participation in the program in the first quarter of
2021. Pursuant to the terms of a participation agreement, CFBank purchased
participation interests in loans made by Northpointe related to fully
underwritten and pre-sold mortgage loans originated by various prescreened
mortgage brokers located throughout the U.S. The underlying loans were
individually Mortgage Electronic Registered Systems (MERS) registered loans
which were held until funded by the end investor. The mortgage loan investors
included Fannie Mae and Freddie Mac, and other major financial institutions.
This process on average took approximately 14 days. Given the short-term holding
period of the underlying loans, common credit risks (such as past due,
impairment and TDR, nonperforming, and nonaccrual classification) were
substantially reduced. Therefore, no allowance was allocated by CFBank to these
loans. These loans were 100% risk rated for CFBank capital adequacy purposes.
Under the participation agreement, CFBank agreed to purchase a 95%
ownership/participation interest in each of the aforementioned loans, and
Northpointe maintained a 5% ownership interest in each loan it participated.
CFBank exited this program during the first quarter of 2021 and had no loans
outstanding under the program at December 31, 2022 and December 31, 2021.

Allowance for loan and lease losses (ALLL). The ALLL totaled $16.1 million at
December 31, 2022, and increased $554,000, or 3.6%, from $15.5 million at
December 31, 2021. The increase in the ALLL was due to $787,000 in provision
expense, partially offset by net charge-offs of $233,000 during the year ended
December 31, 2022. The ratio of the ALLL to total loans was 1.01% at December
31, 2022, compared to 1.26% at December 31, 2021. The ratio of the ALLL to total
loans, excluding loan balances subject to SBA guarantees, was 1.03% at December
31, 2022, compared to 1.27% at December 31, 2021.

The ALLL is a valuation allowance for probable incurred credit losses. The ALLL
methodology is designed as part of a thorough process that incorporates
management's current judgments about the credit quality of the loan portfolio
into a determination of the ALLL in accordance with generally accepted
accounting principles and supervisory guidance. Management analyzes the adequacy
of the ALLL quarterly through reviews of the loan portfolio, including the
nature and volume of the loan portfolio and segments of the portfolio; industry
and loan concentrations; historical loss experience; delinquency statistics and
the level of nonperforming loans; specific problem loans; the ability of
borrowers to meet loan terms; an evaluation of collateral securing loans and the
market for various types of collateral; various collection strategies; current
economic conditions, trends and outlook; and other factors that warrant
recognition in providing for an adequate ALLL. Based on the variables involved
and the significant judgments management must make about outcomes that are
uncertain, the determination of the ALLL is considered to be a critical
accounting policy. See the section below titled "Critical Accounting Policies"
for additional discussion.

The ALLL consists of specific and general components. The specific component
relates to loans that are individually classified as impaired. A loan is
impaired when, based on current information and events, it is probable that
CFBank will be unable to collect all amounts due according to the contractual
terms of the loan agreement. Substandard loans of all classes within the
commercial, commercial real estate, construction and multi-family residential
loan segments, regardless of size, are individually evaluated for impairment
when they are 90 days past due, or earlier than 90 days past due if information
regarding the payment capacity of the borrower indicates that payment in full
according to the loan terms is doubtful. If a loan is impaired, a portion of the
allowance is

                                       45

--------------------------------------------------------------------------------

Table of Contents



allocated so that the loan is reported, net, at the present value of estimated
future cash flows using the loan's existing rate, or at the fair value of
collateral, less costs to sell, if repayment is expected solely from the
collateral. Large groups of smaller balance loans, such as consumer and
single-family residential real estate loans, are collectively evaluated for
impairment, and accordingly, they are not separately identified for impairment
disclosures. Loans within any class for which the terms have been modified
resulting in a concession, and for which the borrower is experiencing financial
difficulties, are considered troubled debt restructurings ("TDRs") and are
classified as impaired. See Notes 1 and 4 in the accompanying Notes to
Consolidated Financial Statements for additional information regarding the ALLL.

Individually impaired loans totaled $175,000 at December 31, 2022, and decreased
$2.8 million, or 94.1%, from $3.0 million at December 31, 2021. The decrease was
primarily due to the payoffs of three impaired loans during the year ended
December 31, 2022. The amount of the ALLL specifically allocated to individually
impaired loans totaled $176 at December 31, 2022 and $20,000 at December 31,
2021. The decrease in the ALLL specifically allocated to impaired loans was
primarily due to the payoffs of the three impaired loans.

The specific reserve on impaired loans is based on management's estimate of the
present value of estimated future cash flows using the loan's effective rate or
the fair value of collateral, if repayment is expected solely from the
collateral. On at least a quarterly basis, management reviews each impaired loan
to determine whether it should have a specific reserve or partial charge-off.
Management relies on appraisals or internal evaluations to help make this
determination. Determination of whether to use an updated appraisal or internal
evaluation is based on factors including, but not limited to, the age of the
loan and the most recent appraisal, condition of the property and whether we
expect the collateral to go through the foreclosure or liquidation process.
Management considers the need for a downward adjustment to the valuation based
on current market conditions and on management's analysis, judgment and
experience. The amount ultimately charged-off for these loans may be different
from the specific reserve, as the ultimate liquidation of the collateral and/or
projected cash flows may be different from management's estimates.

Nonperforming loans, which are nonaccrual loans and loans 90 days past due but
still accruing interest, totaled $761,000 at December 31, 2022, and decreased
$236,000 from $997,000 at December 31, 2021. The decrease was primarily due to
two nonaccrual consumer loans paying off, partially offset by two consumer loans
and one commercial lease going into nonaccrual status, a partial charge off and
principal paydowns of nonaccrual loans. The ratio of nonperforming loans to
total loans was 0.05% at December 31, 2022, compared to 0.08% at December 31,
2021.

The following table presents information regarding the number and balance of nonperforming loans at December 31, 2022 and December 31, 2021.



                                         December 31, 2022       December 31, 2021
                                       # of loans    Balance     # of loans   Balance
                                                   (dollars in thousands)
Commercial                                      2   $     99             1   $    147
Single-family residential real estate           3        641             3        656
Home equity lines of credit                     1         18             2        194
Other Consumer                                  1          3             -          -
Total                                           7   $    761             6   $    997


Nonaccrual loans include some nonperforming loans that were previously modified
and identified as TDRs. TDRs included in nonaccrual loans totaled $80,000 at
December 31, 2022 and $147,000 at December 31, 2021. The decrease in TDRs
included in nonaccrual loans was primarily due to a partial charge-down.

Nonaccrual loans at December 31, 2022 and December 31, 2021 do not include
$95,000 and $2.8 million, respectively, of TDRs where customers have established
a sustained period of repayment performance, generally six months, loans are
current according to their modified terms and repayment of the remaining
contractual payments is expected. These loans are included in total impaired
loans. See Notes 1 and 4 in the accompanying Notes to Consolidated Financial
Statements for additional information regarding impaired loans and nonperforming
loans.

                                       46

--------------------------------------------------------------------------------

Table of Contents




The general reserve component of our ALLL covers non-impaired loans of all
classes and is based on historical loss experience adjusted for current factors.
The historical loss experience is determined by loan class and is based on the
actual loss history experienced by CFBank over a three-year period. The general
component is calculated based on CFBank's loan balances and actual three-year
historical loss rates. For loans with little or no actual loss experience,
industry estimates are used based on loan segment. This actual loss experience
is supplemented with other economic and judgmental factors based on the risks
present for each loan class. These economic and judgmental factors include
consideration of the following: levels of and trends in delinquencies and
impaired loans; levels of and trends in charge-offs and recoveries; trends in
volume and terms of loans; effects of any changes in risk selection and
underwriting standards; other changes in lending policies, procedures, and
practices; experience, ability, and depth of lending management and other
relevant staff; national and local economic trends and conditions; industry
conditions; and effects of changes in credit concentrations.

Management's loan review process is an integral part of identifying problem
loans and determining the ALLL. We maintain an internal credit rating system and
loan review procedures specifically developed as the primary credit quality
indicator to monitor credit risk for commercial, commercial real estate and
multi-family residential real estate loans. We analyze these loans individually
and categorize 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. Credit reviews for
these loan types are generally performed at least annually, and more often for
loans with higher credit risk. Loan officers maintain close contact with
borrowers between reviews. Adjustments to loan risk ratings are based on the
reviews and at any time information is received that may affect risk ratings.
Additionally, an independent third party review of commercial, commercial real
estate and multi-family residential loans is performed at least annually.
Management uses the results of these reviews to help determine the effectiveness
of the existing policies and procedures and to provide an independent assessment
of our internal loan risk rating system.

We have incorporated the regulatory asset classifications as a part of our credit monitoring and internal loan risk rating system. In accordance with regulations, problem loans are classified as special mention, substandard, doubtful or loss, and the classifications are subject to review by the regulators. Assets designated as special mention are considered criticized assets. Assets designated as substandard, doubtful or loss are considered classified assets. See Note 4 in the accompanying Notes to Consolidated Financial Statements for additional information regarding descriptions of the regulatory asset classifications.



The level of total criticized and classified loans increased by $1.4 million, or
23.4%, during the twelve months ended December 31, 2022. Loans designated as
special mention increased $4.4 million, or 182.3%, and totaled $6.8 million at
December 31, 2022, compared to $2.4 million at December 31, 2021. Loans
classified as substandard decreased $2.9 million, or 81.0%, and totaled $681,000
at December 31, 2022, compared to $3.6 million at December 31, 2021. One
commercial loan totaling $80,000 was classified as doubtful at December 31, 2022
compared to $147,000 at December 31, 2021. See Note 4 in the accompanying Notes
to Consolidated Financial Statements for additional information regarding risk
classification of loans.

In addition to credit monitoring through our internal loan risk rating system,
we also monitor past due information for all loan segments. Loans that are not
rated under our internal credit rating system include groups of homogenous
loans, such as single-family residential real estate loans and consumer loans.
The primary credit indicator for these groups of homogenous loans is past due
information.

Total past due loans decreased $1.5 million, and totaled $2.1 million at
December 31, 2022, compared to $3.6 million at December 31, 2021. Past due loans
totaled 0.1% of the loan portfolio at December 31, 2022, compared to 0.3% at
December 31, 2021. See Note 4 in the accompanying Notes to Consolidated
Financial Statements for additional information regarding loan delinquencies.

All lending activity involves risk of loss. Certain types of loans, such as
option adjustable-rate mortgage ("ARM") products, junior lien mortgages, high
loan-to-value ratio mortgages, interest only loans, subprime loans and loans
with initial teaser rates, can have a greater risk of non-collection than other
loans. CFBank has not engaged in subprime lending or used option ARM products.

Loans that contain interest only payments may present a higher risk than those
loans with an amortizing payment that includes periodic principal reductions.
Interest only loans are primarily commercial lines of credit secured by business
assets and inventory, and consumer home equity lines of credit secured by the
borrower's primary residence. Due to the fluctuations in business assets and
inventory of our commercial borrowers, CFBank has increased risk due to a
potential decline in collateral values without a corresponding decrease in the
outstanding principal. Interest only commercial lines of credit totaled
$117.9 million, or 27.6%, of CFBank's commercial portfolio at December 31, 2022,
compared to $120.1 million, or 35.6% at December 31, 2021. Interest only home
equity lines of credit totaled $30.5 million, or 99.2%, of the total home equity
lines of credit at December 31, 2022 compared to $23.9 million, or 98.7%, at
December 31, 2021.

                                       47

--------------------------------------------------------------------------------

Table of Contents




We believe the ALLL is adequate to absorb probable incurred credit losses in the
loan portfolio as of December 31, 2022; however, future additions to the
allowance may be necessary based on factors including, but not limited to,
deterioration in client business performance, recessionary economic conditions,
declines in borrowers' cash flows and market conditions which result in lower
real estate values. Additionally, various regulatory agencies, as an integral
part of their examination process, periodically review the ALLL. Such agencies
may require additional provisions for loan losses based on judgments and
estimates that differ from those used by management, or on information available
at the time of their review. Management continues to diligently monitor credit
quality in the existing portfolio and analyze potential loan opportunities
carefully in order to manage credit risk. An increase in loan losses could occur
if economic conditions and factors which affect credit quality, real estate
values and general business conditions worsen or do not improve.

Foreclosed assets. There were no foreclosed assets at December 31, 2022 or December 31, 2021. The level of foreclosed assets and charges to foreclosed assets expense may change in the future in connection with workout efforts related to foreclosed assets, nonperforming loans and other loans with credit issues.



Premises and equipment. Premises and equipment, net, totaled $3.8 million at
December 31, 2022, and decreased $2.1 million, or 35.6%, from $5.9 million at
December 31, 2021. The decrease in premises and equipment was primarily related
to the pending sale of the Company's headquarters building in Worthington, Ohio.
See Note 8, Premises and Equipment and Note 25, Other assets held for sale, in
the accompanying Notes to Consolidated Financial Statements for additional
information.

Deposits. Deposits totaled $1.5 billion at December 31, 2022, an increase of
$281.6 million, or 22.6%, from $1.2 billion at December 31, 2021. The increase
is primarily due to a $326.9 million increase in money market account balances,
partially offset by a $26.4 million decrease in certificate of deposit account
balances and a $16.9 million decrease in checking account balances. The increase
in money market account balances during the year ended December 31, 2022
included several new Public Funds deposit relationships totaling $207 million.
Noninterest-bearing deposit accounts totaled $263.2 million at December 31, 2022
and decreased $21.7 million from $284.9 million at December 31, 2021.

CFBank is a participant in the Certificate of Deposit Account Registry Service®
(CDARS) and Insured Cash Sweep (ICS) programs offered through IntraFi Network.
IntraFi works with a network of banks to offer products that can provide FDIC
insurance coverage in excess of $250,000 through these innovative products.
Brokered deposits, including CDARS and ICS deposits that qualify as brokered,
totaled $291.8 million at December 31, 2022, and increased $13.7 million, or
4.9% from $278.1 million at December 31, 2021. Customer balances in the CDARS
reciprocal and ICS reciprocal programs, which do not qualify as brokered,
totaled $157.9 million at December 31, 2022 and increased $99.5 million, or
170.5%, from $58.4 million at December 31, 2021.

FHLB advances and other debt. FHLB advances and other debt totaled $109.5
million at December 31, 2022, a increase of $19.8 million when compared to $89.7
million at December 31, 2021. The increase was primarily due to a $15.0 million
increase in FHLB advances and a $5.2 million increase in our Holding Company
credit facility.

Prior to May 21, 2021, the Holding Company had a term loan in the original
principal amount of $5.0 million with an additional $10.0 million revolving
line-of-credit with a third-party bank. That credit facility was refinanced into
a new $35.0 million facility on May 21, 2021. The credit facility is revolving
until May 21, 2024, at which time any then-outstanding balance is converted to a
10-year term note on a graduated 10-year amortization. Borrowings on the credit
facility bear interest at a fixed rate of 3.85% until May 21, 2026, and the
interest rate then converts to a floating rate equal to PRIME with a floor of
3.25%. The purpose of the credit facility is to provide an additional source of
liquidity for the Holding Company and to provide funds for the Holding Company
to downstream as additional capital to CFBank to support growth. As of December
31, 2022, the Company had an outstanding balance, net of unamortized debt
issuance costs, of $29.5 million on the facility.

At December 31, 2022 and 2021, CFBank had availability in unused lines of credit
at two commercial banks in the amounts of $50.0 million and $15.0 million. There
were no outstanding borrowings on either line at December 31, 2022 or December
31, 2021.

During 2019, CFBank entered into a $25.0 million warehouse facility with a
commercial bank. The warehouse facility was used to periodically fund loans held
for sale from the close (funding) date until they were sold in the secondary
market. Borrowings on the facility bore interest at the greater of the 30-day
LIBOR plus 2.00%, or 4.00% and were secured by the specific loans that were
funded. This warehouse facility, which was closed during the third quarter of
2021, had no outstanding balance at December 31, 2022 and December 31, 2021.

During 2020, CFBank entered into an additional $75 million warehouse facility
with a commercial bank. The purpose of this warehouse facility was to
periodically fund loans held for sale from the close (funding) date until sold
in the secondary market. Borrowings on the facility bore interest at the greater
of the 30-day LIBOR plus 2.35% or 2.90% and were secured by the specific loans
that were funded. This warehouse facility, which was closed in the second
quarter of 2021, had no outstanding balance at December 31, 2022 and December
31, 2021.

                                       48

--------------------------------------------------------------------------------

Table of Contents

CFBank previously participated in the PPPLF, which provides liquidity through
term financing backed by PPP loans. Principal payments are due on the PPPLF
advances when the related PPP loans are repaid or forgiven by the SBA. At
December 31, 2022 and December 31, 2021, the principal balance of PPPLF advances
outstanding was $0 and $450,000, respectively. See the section below titled
"Liquidity and Capital Resources" for additional information regarding FHLB
advances and other debt.

Subordinated debentures Subordinated debentures totaled $14.9 million at
December 31, 2022 and $14.9 million at December 31, 2021. In December 2018, the
Holding Company entered into subordinated note purchase agreements with certain
qualified institutional buyers and completed a private placement of $10 million
of fixed-to-floating rate subordinated notes, net of unamortized debt issuance
costs of approximately $388,000. In 2003, the Holding Company issued
subordinated debentures in exchange for the proceeds of a $5.0 million trust
preferred securities offering issued by a trust formed by the Holding Company.
The terms of the subordinated debentures allow for the Holding Company to defer
interest payments for a period not to exceed five years. Interest payments were
current at December 31, 2022 and December 31, 2021. See Note 11, Subordinated
Debentures, in the accompanying Notes to Consolidated Financial Statements for
additional information.

Stockholders' equity. Stockholders' equity totaled $139.2 million at December
31, 2022, an increase of $13.9 million, or 11.1%, from $125.3 million at
December 31, 2021. The increase in total stockholders' equity was primarily
attributed to net income, partially offset by dividends of $1.1 million, share
repurchases of $2.5 million and a $1.9 million increase in other comprehensive
loss.

Management continues to proactively monitor capital levels and ratios in its
on-going capital planning process. CFBank has leveraged its capital to support
balance sheet growth and drive increased net interest income. Management remains
focused on growing capital though improving results from operations; however,
should the need arise, CFBank has additional sources of capital and alternatives
it could utilize as further discussed in the "Liquidity and Capital Resources"
section in this report.

Comparison of Results of Operations for 2022 and 2021



General. Net income for the year ended December 31, 2022 totaled $18.2 million
(or $2.78 per diluted common share) and decreased $289,000, or 1.6%, compared to
net income of 18.5 million (or $2.77 per diluted common share) for the year
ended December 31, 2021. The decrease in net income was primarily due to a
decrease in net gain on sale of loans, a decrease in net gain on sale of
deposits and an increase in provision expense, which was partially offset by an
increase in net interest income and a decrease in noninterest expenses.

Net interest income. Net interest income is a significant component of net income, and consists of the difference between interest income generated on interest-earning assets and interest expense incurred on interest-bearing liabilities. Net interest income is primarily affected by the volumes, interest rates and composition of interest-earning assets and interest-bearing liabilities. The tables below titled "Average Balances, Interest Rates and Yields" and "Rate/Volume Analysis of Net Interest Income" provide important information on factors impacting net interest income and should be read in conjunction with this discussion of net interest income.



Net interest income totaled $48.8 million for the year ended December 31, 2022
and increased $6.8 million, or 16.1%, compared to net interest income of $42.0
million for the year ended December 31, 2021. The increase in net interest
income was primarily due to a $15.5 million, or 29.5%, increase in interest
income, partially offset by a $8.7 million, or 84.1%, increase in interest
expense. The increase in interest income was primarily attributed to a $167.9
million, or 12.2%, increase in average interest-earning assets outstanding,
resulting primarily from an increase in net loans and loans held for sale,
coupled with a 58bps increase in average yield on interest-earning assets. The
increase in interest expense was attributed to a 60bps increase in the average
cost of funds on interest-bearing liabilities, coupled with a $135.9 million, or
12.5%, increase in average interest-bearing liabilities. The net interest margin
of 3.15% for the year ended December 31, 2022 increased 11bps compared to the
net interest margin of 3.04% for the year ended December 31, 2021.

Interest income totaled $67.8 million for the twelve months ended December 31,
2022, and increased $15.5 million, or 29.5%, compared to $52.3 million for the
twelve months ended December 31, 2021. The increase in interest income was
primarily attributed to a $347.1 million, or 33.6%, increase in average loans
outstanding, coupled with a 18bps increase in the average yield on loans,
partially offset by a $238.7 million, or 97.4%, decrease in average loans held
for sale outstanding.

Interest expense totaled $19.0 million for the twelve months ended December 31,
2022, and increased $8.7 million, or 84.1%, compared to $10.3 million for the
twelve months ended December 31, 2021. The increase in interest expense was
primarily attributed to a 60bps increase in the average rate of interest-bearing
deposits, coupled with a $142.7 million, or 14.6%, increase in average
interest-bearing deposits.

Provision for loan and lease losses. The provision for loan and lease losses
expense for the year ended December 31, 2022 was 787,000, compared to ($1.6)
million in provision for loan and lease losses expense for the year ended
December 31, 2021. Net charge-offs for the year ended December 31, 2022 totaled
$233,000, compared to net recoveries of $86,000 for the year ended December 31,
2021.

                                       49

--------------------------------------------------------------------------------

Table of Contents




The following table presents information regarding net charge-offs (recoveries)
for 2022 and 2021.

                                            2022                           2021
(Dollars in thousands)                       Net charge-offs (recoveries)

Commercial                            $            263                    $ (56)
Single-family residential real estate             (19)                      

(9)


Home equity lines of credit                       (11)                      (21)
Total                                 $            233                    $ (86)

See the section below titled "Financial Condition - Allowance for loan and lease losses" for additional information.



Noninterest income. Noninterest income for the year ended December 31, 2022
totaled $3.2 million and decreased $8.4 million, or 72.4%, compared to $11.6
million for the year ended December 31, 2021. The decrease was primarily due to
a $5.3 million decrease in net gain on sale of residential loans, a $1.9 million
decrease in gain on sale of deposits and a $1.1 million increase in the net gain
on sales of commercial loans. The decrease in the net gain on sale of
residential mortgage loans was the result of the Company's decision in early
2021 to scale down and exit the direct-to-consumer mortgage business in favor of
lending in our regional markets. The decrease in gain on sale of deposits was a
result of the sale of CFBank's two Columbiana County branches in July 2021.

Noninterest expense. Noninterest expense for the year ended December 31, 2022
totaled $28.6 million and decreased $3.9 million, or 11.8%, compared to $32.5
million for the year ended December 31, 2021. The decrease in noninterest
expense during the year ended December 31, 2022 was primarily due to a $2.6
million decrease in advertising and promotion expense, a $1.8 million decrease
in salaries and employee benefits expense, and a $1.6 million decrease in
professional fees expense, partially offset by a $721,000 increase in data
processing expense and a $570,000 increase on impairment of property and
equipment. The decreases in advertising and marketing expense, salaries and
employee benefits expense, and professional fee expense were primarily the
result of the Company's decision in early 2021 to scale down and exit the
direct-to-consumer mortgage business in favor of lending in our regional markets
as previously discussed. The increase in data processing expense was primarily
related to the conversion of our core processing system during the third quarter
of 2022. The impairment of property and equipment was related to the pending
sale of our Worthington headquarters building.

Income taxes. Income tax expense was $4.4 million for the year ended December
31, 2022, an increase of $63,000, compared to $4.4 million for the year ended
December 31, 2021. The effective tax rate for the year ended December 31, 2022
was approximately 19.6%, as compared to approximately 19.1% for the year ended
December 31, 2021.

Our deferred tax assets are composed of U.S. net operating losses ("NOLs"), and
other temporary book to tax differences. When determining the amount of deferred
tax assets that are more-likely-than-not to be realized, and therefore recorded
as a benefit, the Company conducts a regular assessment of all available
information. This information includes, but is not limited to, taxable income in
prior periods, projected future income and projected future reversals of
deferred tax items. Based on these criteria, the Company determined as of
December 31, 2022 that no valuation allowance was required against the net
deferred tax asset.

The Company records income tax expense based on the federal statutory rate adjusted for the effect of other items such as low income housing credits, historic tax credits, bank owned life insurance and other miscellaneous items.

Comparison of Results of Operations for 2021 and 2020



General. Net income for the year ended December 31, 2021 totaled $18.5 million
(or $2.77 per diluted common share) and decreased $11.1 million, or 37.7%,
compared to net income of $29.6 million (or $4.47 per diluted common share) for
the year ended December 31, 2020. The decrease in net income was primarily the
result of a decrease in the net gain on sale of loans which was driven by
significantly lower refinance opportunities coupled with lower margins on loan
sales. The decrease in the net gain on sale of loans was partially offset by an
increase in net interest income, a decrease in provision expense and a decrease
in noninterest expenses.

Net interest income. Net interest income totaled $42.0 million for the year
ended December 31, 2021 and increased $14.2 million, or 51.2%, compared to net
interest income of $27.8 million for the year ended December 31, 2020. The
increase in net interest income was primarily due to a $9.9 million, or 23.5%,
increase in interest income, coupled with a $4.3 million, or 29.3%, decrease in
interest expense. The increase in interest income was primarily attributed to a
$292.3 million, or 26.8%, increase in average interest-earning assets
outstanding, resulting primarily from an increase in net loans and loans held
for sale, partially offset by a 10bps decrease in average yield on
interest-earning assets. The decrease in interest expense was attributed to a
69bps decrease in the average cost of funds on interest-bearing liabilities,
partially offset by a $198.5 million, or 22.4%, increase in average
interest-bearing liabilities. The net interest margin of 3.04% for the year
ended December 31, 2021 increased 49bps compared to the net interest margin of
2.55% for the year ended December 31, 2020.

                                       50

--------------------------------------------------------------------------------

Table of Contents




Interest income totaled $52.3 million for the twelve months ended December 31,
2021, and increased $9.9 million, or 23.5%, compared to $42.4 million for the
twelve months ended December 31, 2020. The increase in interest income was
primarily attributed to a $233.5 million, or 29.2%, increase in average loans
outstanding and a $31.0 million, or 14.5%, increase in average loans held for
sale outstanding, partially offset by a 64bps decrease in the average yield on
loans held for sale and a 3bps decrease in the average yield on loans.

Interest expense totaled $10.3 million for the twelve months ended December 31,
2021, and decreased $4.3 million, or 29.3%, compared to $14.6 million for the
twelve months ended December 31, 2020. The decrease in interest expense was
primarily attributed to a 79bps decrease in the average rate of interest-bearing
deposits, partially offset by a $238.8 million, or 32.3%, increase in average
interest-bearing deposits.

Provision for loan and lease losses. The provision for loan and lease losses
expense for the year ended December 31, 2021 was ($1.6) million compared to
$10.9 million in provision for loan and lease losses expense for the year ended
December 31, 2020. The decrease in the provision for loan and lease losses in
2021 was based on the improved economic outlook and continued strong credit
quality of our loan portfolio. Net recoveries for the year ended December 31,
2021 totaled $86,000, compared to net charge-offs of $1.0 million for the year
ended December 31, 2020.

The following table presents information regarding net charge-offs (recoveries)
for 2021 and 2020.

                                           2021                          2020
(Dollars in thousands)                      Net charge-offs (recoveries)
Commercial                            $          (56)                   $  633
Single-family residential real estate             (9)                       

394


Home equity lines of credit                      (21)                         4
Total                                 $          (86)                   $ 1,031

See the section below titled "Financial Condition - Allowance for loan and lease losses" for additional information.



Noninterest income. Noninterest income for the year ended December 31, 2021
totaled $11.6 million and decreased $48.4 million, or 80.6%, compared to $60.0
million for the year ended December 31, 2020. The decrease was primarily due to
a $52.4 million decrease in net gain on sale of loans, partially offset by a
$1.9 million increase in gain on sale of deposits and a $1.4 million increase in
the net gain on sales of SBA loans. As previously discussed, the decrease in net
gain on sale of loans was the result of the Company's decision early 2021 to
strategically scale down its Residential Mortgage Business in response to the
shift in the residential mortgage industry. The increase in the net gain on sale
of deposits was a result of the sale of CFBank's two Columbiana County branches
that closed on July 16, 2021.

Noninterest expense. Noninterest expense for the year ended December 31, 2021
totaled $32.5 million and decreased $8.1 million, or 20.1%, compared to $40.6
million for the year ended December 31, 2020. The decrease in noninterest
expense during the year ended December 31, 2021 was primarily due to a $5.0
million decrease in salaries and employee benefits expense, a $2.6 million
decrease in advertising and promotion expense and a $722,000 decrease in
professional fees expense, partially offset by a $650,000 increase in FDIC
premiums. The decreases in salaries and employee benefits, advertising and
promotion expense and professional fees expense were primarily the result of the
scaling down of our residential mortgage lending business. The increase in FDIC
expense was related to increased asset and deposit levels.

Income taxes. Income tax expense was $4.4 million for the year ended December
31, 2021, a decrease of $2.3 million, compared to $6.7 million for the year
ended December 31, 2020. The effective tax rate for the year ended December 31,
2021 was approximately 19.1%, as compared to approximately 18.4% for the year
ended December 31, 2020. The effective tax rate for the year ended December 31,
2020 was favorably impacted by the recognition of approximately $1.0 million of
historic tax credits.

Our deferred tax assets are composed of U.S. net operating losses ("NOLs"), and
other temporary book to tax differences. When determining the amount of deferred
tax assets that are more-likely-than-not to be realized, and therefore recorded
as a benefit, the Company conducts a regular assessment of all available
information. This information includes, but is not limited to, taxable income in
prior periods, projected future income and projected future reversals of
deferred tax items. Based on these criteria, the Company determined as of
December 31, 2021 that no valuation allowance was required against the net
deferred tax asset.

The Company records income tax expense based on the federal statutory rate adjusted for the effect of other items such as low income housing credits, historic tax credits, bank owned life insurance and other miscellaneous items.


                                       51

--------------------------------------------------------------------------------

Table of Contents




Average Balances, Interest Rates and Yields. The following table presents, for
the periods indicated, the total dollar amount of fully taxable equivalent
interest income from average interest-earning assets and the resultant yields,
as well as the interest expense on average interest-bearing liabilities,
expressed in both dollars and rates. Average balances are computed using
month-end balances.

                                                                 For the Years Ended December 31,
                                          2022                                 2021                                 2020
                             Average      Interest    Average     Average      Interest    Average     Average      Interest    Average
                           Outstanding     Earned/    Yield/    Outstanding     Earned/    Yield/    Outstanding     Earned/    Yield/
                             Balance        Paid       Rate       Balance        Paid       Rate       Balance        Paid       Rate
                                                                       (Dollars in thousands)
Interest-earning assets:
Securities (1) (2)         $    17,805    $    881      4.58%   $    19,311    $    756      3.93%   $    10,285    $    161      1.59%
Loans held for sale              6,509         172      2.64%       245,164       5,572      2.27%       214,177       6,231      2.91%
Loans and leases (3)         1,379,192      63,545      4.61%     1,032,075      45,684      4.43%       798,572      35,620      4.46%
Other earning assets           138,805       2,818      2.03%        79,017         102      0.13%        61,451         175      0.28%
FHLB and FRB stock               7,413         348      4.69%         6,220         234      3.76%         5,006         199      3.98%
Total interest-earning
assets                       1,549,724      67,764      4.37%     1,381,787

52,348 3.79% 1,089,491 42,386 3.89% Noninterest-earning assets 79,467

                               79,393                               55,597
Total assets               $ 1,629,191                          $ 1,461,180                          $ 1,145,088

Interest-bearing
liabilities:
Deposits                   $ 1,121,003      15,952      1.42%   $   978,258

8,014 0.82% $ 739,462 11,911 1.61% FHLB advances and other borrowings

                     101,757       3,022      2.97%       108,637 

2,295 2.11% 148,887 2,667 1.79% Total interest-bearing liabilities

                  1,222,760      18,974      1.55%     1,086,895      10,309      0.95%       888,349      14,578      1.64%
Noninterest-bearing
liabilities                    273,789                              255,855                              164,337
Total liabilities            1,496,549                            1,342,750                            1,052,686

Equity                         132,642                              118,430                               92,402
Total liabilities and
equity                     $ 1,629,191                          $ 1,461,180                          $ 1,145,088

Net interest-earning
assets                     $   326,964                          $   294,892                          $   201,142
Net interest
income/interest rate
spread                                    $ 48,790      2.82%                  $ 42,039      2.84%                  $ 27,808      2.25%
Net interest margin                                     3.15%                                3.04%                                2.55%

Average interest-earning
assets to average
interest-bearing
liabilities                     126.74%                              127.13%                              122.64%

(1) Average balance is computed using the carrying value of securities.
Average yield is computed using the historical amortized cost average balance for available for sale securities.
(2) Average yields and interest earned are stated on a fully taxable equivalent basis.
(3) Average balance is computed using the recorded investment in loans net of the ALLL and includes nonperforming loans.


                                       52

--------------------------------------------------------------------------------

Table of Contents




Rate/Volume Analysis of Net Interest Income. The following table presents the
dollar amount of changes in interest income and interest expense for major
components of interest-earning assets and interest-bearing liabilities. It
distinguishes between the increase and decrease related to changes in balances
and/or changes in interest rates. For each category of interest-earning assets
and interest-bearing liabilities, information is provided on changes
attributable to (i) changes in volume (i.e., changes in volume multiplied by the
prior rate) and (ii) changes in rate (i.e., changes in rate multiplied by prior
volume). For purposes of this table, changes attributable to both rate and
volume which cannot be segregated have been allocated proportionately to the
change due to volume and the change due to rate.

                                         Year Ended                               Year Ended
                                      December 31, 2022                        December 31, 2021
                                   Compared to Year Ended                   Compared to Year Ended
                                      December 31, 2021                        December 31, 2020
                                                                        Increase (decrease)
                           Increase (decrease) due to                         due to
                                Rate          Volume        Net           Rate       Volume       Net
                                                      (Dollars in thousands)
Interest-earning assets:
Securities (1)             $           165   $    (40)   $     125     $      373   $    222   $     595
Loans held for sale                    780     (6,180)     (5,400)        (1,482)        823       (659)
Loans and leases                     1,936      15,925      17,861          (274)     10,338      10,064
Other earning assets                 2,584         132       2,716          (114)         41        (73)
FHLB and FRB stock                      64          50         114           (11)         46          35
Total interest-earning
assets                               5,529       9,887      15,416        (1,508)     11,470       9,962

Interest-bearing
liabilities:
Deposits                             6,627       1,311       7,938        (6,994)      3,097     (3,897)

FHLB advances and other
borrowings                             880       (153)         727            427      (799)       (372)
Total interest-bearing
liabilities                          7,507       1,158       8,665       

(6,567) 2,298 (4,269)



Net change in net interest
income                     $       (1,978)   $   8,729   $   6,751     $    5,059   $  9,172   $  14,231

(1)Securities amounts are presented on a fully taxable equivalent basis.

Liquidity and Capital Resources



In general terms, liquidity is a measurement of an enterprise's ability to meet
cash needs. The primary objective in liquidity management is to maintain the
ability to meet loan commitments and to repay deposits and other liabilities in
accordance with their terms without an adverse impact on current or future
earnings. Principal sources of funds are deposits; amortization and prepayments
of loans; maturities, sales and principal receipts of securities available for
sale; borrowings; and operations. While maturities and scheduled amortization of
loans are predictable sources of funds, deposit flows and loan prepayments are
greatly influenced by general interest rates, economic conditions and
competition.

CFBank is required by regulation to maintain sufficient liquidity to ensure its
safe and sound operation. Thus, adequate liquidity may vary depending on
CFBank's overall asset/liability structure, market conditions, the activities of
competitors, the requirements of our own deposit and loan customers and
regulatory considerations. Management believes that each of the Holding
Company's and CFBank's current liquidity is sufficient to meet its daily
operating needs and fulfill its strategic planning.

Liquidity management is both a daily and long-term responsibility of management.
We adjust our investments in liquid assets, primarily cash, short-term
investments and other assets that are widely traded in the secondary market,
based on our ongoing assessment of expected loan demand, expected deposit flows,
yields available on interest-earning deposits and securities and the objective
of our asset/liability management program. In addition to liquid assets, we have
other sources of liquidity available including, but not limited to, access to
advances from the FHLB and borrowings from the FRB and our commercial bank lines
of credit.

                                       53

--------------------------------------------------------------------------------

Table of Contents

The following table summarizes CFBank's cash available from liquid assets and borrowing capacity at December 31, 2022 and 2021.

December 31, 2022

December 31, 2021


                                                     (Dollars in thousands)
Cash, unpledged securities and deposits
in other financial institutions           $            154,410     $        

168,953


Additional borrowing capacity at the FHLB              187,854              

113,077


Additional borrowing capacity at the FRB               105,119              

72,195


Unused commercial bank lines of credit                  65,000                  65,000
Total                                     $            512,383     $           419,225

Cash, unpledged securities and deposits in other financial institutions decreased $14.6 million, or 8.61%, to $154.4 million at December 31, 2022, compared to $169.0 million at December 31, 2021. The decrease was primarily attributed to an increase in net loans, partially offset by an increase in deposits and decreases in loans held for sale and securities.

CFBank's additional borrowing capacity with the FHLB increased $74.8 million, or
66.1%, to $187.9 million at December 31, 2022, compared to $113.1 million at
December 31, 2021. The increase is primarily attributed to an increase in
pledged collateral.

CFBank's additional borrowing capacity at the FRB increased $32.9 million, or
45.6%, to $105.1 million at December 31, 2022 from $72.2 million at December 31,
2021. CFBank is eligible to participate in the FRB's primary credit program,
providing CFBank access to short-term funds at any time, for any reason, based
on the collateral pledged.

CFBank's borrowing capacity with both the FHLB and FRB may be negatively
impacted by changes such as, but not limited to, further tightening of credit
policies by the FHLB or FRB, deterioration in the credit performance of CFBank's
loan portfolio or CFBank's financial performance, or a decrease in the balance
of pledged collateral.

CFBank had $65.0 million of availability in unused lines of credit with two commercial banks at December 31, 2022 and December 31, 2021.



Deposits are obtained predominantly from the markets in which CFBank's offices
are located. We rely primarily on a willingness to pay market-competitive
interest rates to attract and retain retail deposits. Accordingly, rates offered
by competing financial institutions may affect our ability to attract and retain
deposits.

CFBank relies on competitive interest rates, customer service, and relationships
with customers to retain deposits. In 2010, the FDIC, pursuant to the provisions
of the Dodd-Frank Wall Street Reform and Consumer Protection Act permanently
increased deposit insurance coverage from $100,000 to $250,000 per depositor.

The Holding Company has more limited sources of liquidity than CFBank. In
general, in addition to its existing liquid assets, sources of liquidity include
funds raised in the securities markets through debt or equity offerings, funds
borrowed from third party banks or other lenders, dividends received from CFBank
or the sale of assets.

Management believes that the Holding Company had adequate funds at December 31,
2022 to meet its current and anticipated operating needs at this time. The
Holding Company's current cash requirements include operating expenses and
interest on subordinated debentures and other debt. The Company may also pay
dividends on its common stock, if and when declared by the Board of Directors.

Currently, annual debt service on the subordinated debentures underlying the
Company's trust preferred securities is approximately $390,000. The subordinated
debentures have a variable rate of interest, reset quarterly, equal to the
three-month LIBOR plus 2.85%. The total rate in effect was 7.58% at December 31,
2022.

Currently, the annual debt service on the Company's $10 million of
fixed-to-floating rate subordinated notes is $700,000. The subordinated notes
have a fixed rate of 7.00% until December 2023 at which time the interest rate
will reset quarterly to a rate equal to the then current three-month LIBOR plus
4.14%.

Prior to May 21, 2021, the Holding Company had a term loan in the original
principal amount of $5.0 million with an additional $10.0 million revolving
line-of-credit with a third-party bank. That credit facility was refinanced into
a new $35.0 million facility on May 21, 2021. The credit facility is revolving
until May 21, 2024 at which time any then-outstanding balance will be converted
to a 10-year term note on a graduated 10-year amortization. Borrowings on the
credit facility bear interest at a fixed rate of 3.85% until May 21, 2026, and
the interest rate then converts to a floating rate equal to PRIME with a floor
of 3.75%. The purpose of the credit facility is to provide an additional source
of liquidity for the Holding Company and to provide funds for the Holding
Company to downstream as additional capital to CFBank to support growth. At
December 31, 2022, the Company had an outstanding balance, net of unamortized
debt issuance costs, of $29.5 million on the facility.

                                       54

--------------------------------------------------------------------------------

Table of Contents




The ability of the Holding Company to pay dividends on its common stock is
dependent upon the amount of cash and liquidity available at the Holding Company
level, as well as the receipt of dividends and other distributions from CFBank
to the extent necessary to fund such dividends.

The Holding Company is a legal entity that is separate and distinct from CFBank,
which has no obligation to make any dividends or other funds available for the
payment of dividends by the Holding Company. Banking regulations limit the
amount of dividends that can be paid to the Holding Company by CFBank without
prior regulatory approval. Generally, financial institutions may pay dividends
without prior regulatory approval as long as the dividend does not exceed the
total of the current calendar year-to-date earnings plus any earnings from the
previous two years not already paid out in dividends, and as long as the
financial institution remains well capitalized after the dividend payment.

The Holding Company also is subject to various legal and regulatory policies and
requirements impacting the Holding Company's ability to pay dividends on its
stock. In addition, the Holding Company's ability to pay dividends on its stock
is conditioned upon the payment, on a current basis, of quarterly interest
payments on the subordinated debentures underlying the Company's trust preferred
securities. Finally, under the terms of the Company's fixed-to-floating rate
subordinated debt, the Holding Company's ability to pay dividends on its stock
is conditioned upon the Holding Company continuing to make required principal
and interest payments, and not incurring an event of default, with respect to
the subordinated debt.

Federal income tax laws provided deductions, totaling $2.3 million, for thrift
bad debt reserves established before 1988. Accounting standards do not require a
deferred tax liability to be recorded on this amount, which otherwise would have
totaled $473,000 at year-end 2022. However, if CFBank were wholly or partially
liquidated or otherwise ceases to be a bank, or if tax laws were to change, this
amount would have to be recaptured and a tax liability recorded. Additionally,
any distributions in excess of CFBank's current or accumulated earnings and
profits would reduce amounts allocated to its bad debt reserve and create a tax
liability for CFBank.

Impact of Inflation

The financial statements and related data presented herein have been prepared in
accordance with U.S. generally accepted accounting principles, which presently
require us to measure financial position and results of operations primarily in
terms of historical dollars. Changes in the relative value of money due to
inflation are generally not considered. In our opinion, changes in interest
rates affect our financial condition to a far greater degree than changes in the
inflation rate. While interest rates are generally influenced by changes in the
inflation rate, they do not move concurrently. Rather, interest rate volatility
is based on changes in the expected rate of inflation, as well as changes in
monetary and fiscal policy. A financial institution's ability to be relatively
unaffected by changes in interest rates is a good indicator of its ability to
perform in a volatile economic environment. In an effort to protect performance
from the effects of interest rate volatility, we review interest rate risk
frequently and take steps to minimize detrimental effects on profitability.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss from adverse changes in market prices and
interest rates. We have not engaged in and, accordingly, have no risk related to
trading accounts, commodities or foreign exchange. Our hedging policy allows
hedging activities, such as interest-rate swaps, up to a notional amount of 10%
of total assets and a value at risk of 10% of core capital. Disclosures about
our hedging activities are set forth in Note 18 to our Consolidated Financial
Statements. The Company's market risk arises primarily from interest rate risk
inherent in our lending, investing, deposit gathering and borrowing activities.
The measurement of market risk associated with financial instruments is
meaningful only when all related and offsetting on- and off-balance-sheet
transactions are aggregated and the resulting net positions are identified.
Disclosures about fair value are set forth in Note 6 to our Consolidated
Financial Statements.

Management actively monitors and manages interest rate risk. The primary
objective in managing interest rate risk is to limit, within established
guidelines, the adverse impact of changes in interest rates on our net interest
income and capital. We measure the effect of interest rate changes on CFBank's
economic value of equity (EVE), which is the difference between the estimated
market value of CFBank's assets and liabilities under different interest rate
scenarios. The change in the EVE ratio is a long-term measure of what might
happen to the market value of financial assets and liabilities over time if
interest rates changed instantaneously and CFBank did not change existing
strategies. At December 31, 2022, CFBank's EVE ratios, using interest rate
shocks ranging from a 400 bps rise in rates to a 400 bps decline in rates, are
shown in the following table. All values are within the acceptable range
established by CFBank's Board of Directors.

                                       55

--------------------------------------------------------------------------------


  Table of Contents

  Economic Value of Equity
   as a Percent of Assets
       (CFBank only)
  Basis Point     Economic
Change in Rates  Value Ratio
     +400           8.1%
     +300           8.7%
     +200           9.2%
     +100           9.9%
       0            10.5%
     -100           11.1%
     -200           11.7%
     -300           12.2%
     -400           12.4%


In evaluating CFBank's exposure to interest rate risk, certain limitations
inherent in the method of analysis presented in the foregoing table must be
considered. For example, the table indicates results based on changes in the
level of interest rates, but not changes in the shape of the yield curve. CFBank
also has exposure to changes in the shape of the yield curve. Although certain
assets and liabilities may have similar maturities or periods to which they
reprice, they may react in different degrees to changes in market interest
rates. The interest rates on certain types of assets and liabilities may
fluctuate in advance of changes in market interest rates, while interest rates
on other types may lag behind changes in market rates. In the event of a change
in interest rates, prepayments and early withdrawal levels would likely deviate
significantly from those assumed in calculating the table. The ability of many
borrowers to service their debt may decrease when interest rates rise. As a
result, the actual effect of changing interest rates may differ materially from
that presented in the foregoing table.

Changes in levels of market interest rates could materially and adversely affect
our net interest income, loan volume, asset quality, value of loans held for
sale and cash flows, as well as the market value of our securities portfolio and
overall profitability.

Residential mortgage loan origination volumes are affected by market interest
rates on loans. Rising interest rates generally are associated with a lower
volume of loan originations, while falling interest rates are usually associated
with higher loan originations. Our ability to generate gains on sales of
mortgage loans is significantly dependent on the level of originations. Changes
in interest rates, prepayment speeds and other factors may also cause the value
of our loans held for sale to change.

We originate commercial, commercial real estate, multi-family residential and
single family residential real estate mortgage loans for our portfolio, which,
in many cases, have adjustable interest rates. Many of these loans have
interest-rate floors, which protect income to CFBank should rates fall. While
adjustable-rate loans better offset the adverse effects of an increase in
interest rates as compared to fixed-rate loans, the increased payments required
of adjustable-rate loan borrowers upon an interest rate adjustment in a rising
interest rate environment could cause an increase in delinquencies and defaults.
The marketability of the underlying property also may be adversely affected in a
rising interest rate environment.

Cash flows are affected by changes in market interest rates. Generally, in
rising interest rate environments, loan prepayment rates are likely to decline,
and in falling interest rate environments, loan prepayment rates are likely to
increase.

                                       56

--------------------------------------------------------------------------------

Table of Contents

CF BANKSHARES INC.

© Edgar Online, source Glimpses