FORWARD LOOKING STATEMENTS

This quarterly report and other materials we have filed or may file with the Securities and Exchange Commission ("SEC") contain or may contain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Reform Act of 1995, 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 common share, 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 detailed from time to time in our reports filed with the SEC, including those identified in "Item 1A. Risk Factors" of Part I of our Annual Report on Form 10-K filed with SEC for the year ended December 31, 2021, as supplemented by "Item 1A. Risk Factors" of Part II of our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022.

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 quarterly report speak only as of the date of the report. 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.

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 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 is differentiated by our penchant for individualized service coupled with direct customer access to decision-makers, and ease of doing business. CFBank matches the sophistication of much larger banks, without the bureaucracy.

Most of our deposits and loans come from our market areas. Our principal market area for loans and deposits includes the following counties: Franklin County, Ohio through our office in Worthington, Ohio and our loan production office in Columbus, Ohio; Delaware County, Ohio through our Polaris office in Columbus, Ohio; Hamilton County, Ohio through our offices in Glendale and Blue Ash, Ohio; Cuyahoga County, Ohio, through our office in Woodmere, Ohio; Summit County, Ohio through our office in Fairlawn, Ohio; and Marion County, Indiana through our office in Indianapolis. In addition, we opened two new banking offices in Ohio City (Cleveland) and Red Bank (Cincinnati) in October 2022. 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 due to the continued disruption of supply chains, workforce shortages, rising inflationary pressures and the prospects of recession. 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




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Program Liquidity Facility ("PPPLF"), which carried a low interest rate of 0.35%. CFBank's loans outstanding through the PPP totaled $50,000 at September 30, 2022 and $450,000 at December 31, 2021. PPP loans are given a zero risk-weight in regulatory risk-based capital ratios. Also, to the extent the PPP loans are funded through the PPPLF, they are also excluded from average assets for purposes of calculating CFBank's regulatory leverage ratio. Since the pandemic started, CFBank has granted payment deferrals on loans totaling approximately $100 million (or approximately 12% of outstanding loan balances). At September 30, 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 portfolio lending in our regional markets with servicing retained. Our Commercial Banking Business continues to experience strong growth and has become the primary driver of our earnings and performance.

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.

Financial Condition

General. Assets totaled $1.8 billion at September 30, 2022 and increased $268.5 million, or 18.0%, from $1.5 billion at December 31, 2021. The increase was primarily due to a $259.7 million increase in net loan balances and a $31.5 million increase in cash and cash equivalents, partially offset by a $28.0 million decrease in loans held for sale.

Cash and cash equivalents. Cash and cash equivalents totaled $198.1 million at September 30, 2022, and increased $31.5 million, or 18.9%, from $166.6 million at December 31, 2021. The increase in cash and cash equivalents was primarily attributed to an increase in net deposit balances, an increase in FHLB advances and other debt, securities maturities and a decrease in loans held for sale, partially offset by increases in net loan balances.

Securities. Securities available for sale totaled $11.4 million at September 30, 2022, and decreased $4.9 million, or 30.0%, compared to $16.3 million at December 31, 2021. The decrease was due to principal maturities and unrealized losses.

Loans held for sale. Loans held for sale totaled $0 at September 30, 2022 and decreased $28.0 million, or 100.0%, from $28.0 million at December 31, 2021. The decrease is the result of the Company's decision to exit the direct-to-consumer mortgage business in favor of portfolio lending in our regional markets with servicing retained.

Loans and Leases. Net loans and leases totaled $1.5 billion at September 30, 2022, and increased $259.7 million, or 21.4%, from $1.2 billion at December 31, 2021. The increase in net loans was primarily due to a $92.7 million increase in single-family residential loan balances, a $78.3 million increase in commercial loan balances, a $46.6 million increase in construction loan balances, a $20.9 million increase in multi-family loan balances, a $16.3 million increase in commercial real estate loan balances, and a $5.3 million increase in home equity lines of credit. The increases in the aforementioned loan balances were related to increased sales activity and new relationships.




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Allowance for loan and lease losses (ALLL). The allowance for loan and lease losses totaled $15.7 million at September 30, 2022, and increased $179,000, or 1.2%, from $15.5 million at December 31, 2021. The increase in the ALLL is due to $150,000 in provision expense and net recoveries during the nine months ended September 30, 2022. The ratio of the ALLL to total loans was 1.05% at September 30, 2022, compared to 1.26% 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 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 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 to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding the ALLL.

Individually evaluated impaired loans totaled $203,000 at September 30, 2022, and decreased $2.8 million, or 93.2%, from $3.0 million at December 31, 2021. The decrease was primarily due to the payoffs of three impaired loans during the nine months ended September 30, 2022. The amount of the ALLL specifically allocated to individually impaired loans totaled $178 at September 30, 2022 and $20,000 at December 31, 2021.

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 at least 90 days past due but still accruing interest, totaled $1.0 million at September 30, 2022, and increased $7,000 from $997,000 at December 31, 2021. The increase was primarily due to two equipment finance leases going into nonaccrual in the third quarter of 2022, partially offset by one consumer loan paying off in the second quarter of 2022 and principal payments. The ratio of nonperforming loans to total loans was 0.07% at September 30, 2022 compared to 0.08% at December 31, 2021.

Nonaccrual loans include some loans that were modified and identified as TDRs and are not performing. TDRs included in nonaccrual loans totaled $107,000 at September 30, 2022 and $147,000 at December 31, 2021.

Nonaccrual loans at September 30, 2022 and December 31, 2021 do not include $96,000 and $2.8 million, respectively, of TDRs where customers have established a sustained period of repayment performance, generally six months, the 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 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding impaired loans and nonperforming loans.




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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 to our consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding the regulatory asset classifications.

The level of total criticized and classified loans decreased by $2.8 million, or 44.8%, during the nine months ended September 30, 2022. Loans designated as special mention decreased $26,000, or 1.1%, and totaled $2.4 million at September 30, 2022. Loans classified as substandard decreased $2.7 million, or 75.0%, and totaled $897,000 at September 30, 2022, compared to $3.6 million at December 31, 2021. Loans designated as doubtful decreased $40,000, or 27.2%, and totaled $107,000 at September 30, 2022, compared to $147,000 at December 31, 2021. See Note 4 to our consolidated financial statements included in this Quarterly Report on Form 10-Q 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 $2.3 million and totaled $1.3 million at September 30, 2022, compared to $3.6 million at December 31, 2021. Past due loans totaled 0.1% of the loan portfolio at September 30, 2022, compared to 0.3% at December 31, 2021. See Note 4 to our consolidated financial statements included in this Quarterly Report on Form 10-Q 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 $117.8. million, or 28.4%, of CFBank's commercial portfolio at September 30, 2022, compared to $120.1 million, or 35.6%, at December 31, 2021. Interest only home equity lines of credit totaled $28.3 million, or 95.6%, of the total home equity lines of credit at September 30, 2022 compared to $23.9 million, or 98.7%, at December 31, 2021.




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We believe the ALLL is adequate to absorb probable incurred credit losses in the loan portfolio as of September 30, 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, including any of the foregoing that may result from the ongoing COVID-19 pandemic and/or the effects of various governmental responses to the pandemic, including stimulus packages and programs. 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. The Company held no foreclosed assets at September 30, 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.

Deposits. Deposits totaled $1.5 billion at September 30, 2022, an increase of $243.6 million, or 19.6%, when compared to $1.2 billion at December 31, 2021. The increase when compared to December 31, 2021 is primarily due to a $242.0 million increase in money market account balances, which included several new Public Funds deposit relationships totaling approximately $147 million, and a $15.5 million increase in certificate of deposit account balances, partially offset by a $12.9 million decrease in checking account balances. Noninterest-bearing deposit accounts decreased $14.0 million from $284.9 million at December 31, 2021 to $270.9 million at September 30, 2022.

CFBank is a participant in the Certificate of Deposit Account Registry Service® (CDARS) and Insured Cash Sweep (ICS) programs offered through Promontory Interfinancial Network. Promontory 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 $296.8 million at September 30, 2022, and increased $18.7 million, or 6.7%, 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 $151.2 million at September 30, 2022 and increased $92.8 million, or 159.1%, from $58.4 million at December 31, 2021.

FHLB advances and other debt. FHLB advances and other debt totaled $102.8 million at September 30, 2022 and increased $13.1 million, or 14.6%, compared to $89.7 million at December 31, 2021. The increase was due to a $15.0 million increase in FHLB advances, partially offset by net reductions of $1.5 million on the Holding Company's line of credit.

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 September 30, 2022, the Company had an outstanding balance of $22.8 million on the facility.

At September 30, 2022, 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 September 30, 2022 or December 31, 2021.

CFBank participated in the PPPLF, which provides liquidity through term financing backed by PPP loans. Principal payments are due on PPPLF advances when the related PPP loans are repaid or forgiven by the SBA. CFBank had no outstanding balance on PPPLF advances at September 30, 2022 and an outstanding principal balance on PPPLF advances of $450,000 at December 31, 2021. See the section titled "Liquidity and Capital Resources" for additional information regarding FHLB advances and other debt.

Subordinated debentures. Subordinated debentures totaled $14.9 million at September 30, 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 $10.0 million of fixed-to-floating rate subordinated notes, resulting in net proceeds of $9,612,000 after deducting 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 on the subordinated debentures were current at September 30, 2022 and December 31, 2021.




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Stockholders' equity. Stockholders' equity totaled $134.9 million at September 30, 2022, an increase of $9.6 million, or 7.6%, from $125.3 million at December 31, 2021. The increase in total stockholders' equity was primarily attributed to net income, partially offset by share repurchases of $2.3 million and a $1.5 million other comprehensive loss. The other comprehensive loss was the result of the mark-to-market adjustment of our investment portfolio.

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 earnings; 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 Quarterly Report on Form 10-Q.

Currently, the Holding Company has excess cash or sources of liquidity to cover its expenses for the foreseeable future, and could inject capital into CFBank if necessary. Also, CFBank has the flexibility to manage its balance sheet size as a result of the short duration of the loans held for sale, as well as to deploy those assets into higher earning assets to improve net interest income as the opportunity presents itself.

Comparison of the Results of Operations for the Three Months Ended September 30, 2022 and 2021.

General. Net income for the three months ended September 30, 2022 totaled $4.2 million (or $0.65 per diluted common share) and increased $173,000, or 4.2%, compared to net income of $4.1 million (or $0.61 per diluted common share) for the three months ended September 30, 2021. The increase in net income was primarily the result of an increase in net interest income, partially offset by an increase in other noninterest expense and a decrease in noninterest income.

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 in the sections 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 $13.3 million for the quarter ended September 30, 2022 and increased $2.9 million, or 27.9%, compared to net interest income of $10.4 million for the quarter ended September 30, 2021. The increase in net interest income was primarily due to a $5.3 million, or 41.7%, increase in interest income, partially offset by a $2.4 million, or 104.8%, increase in interest expense. The increase in interest income was primarily attributed to a 62bps increase in the average yield on interest-earning assets, coupled with a $286.2 million, or 22.1%, increase in average interest-earning assets outstanding. The increase in interest expense was attributed to a 57bps increase in the average cost of funds on interest-bearing liabilities, coupled with a $267.6 million, or 27.3%, increase in average interest-bearing liabilities. The net interest margin of 3.36% for the quarter ended September 30, 2022 increased 15bps compared to the net interest margin of 3.21% for the third quarter of 2021.

Interest income totaled $18.0 million for the quarter ended September 30, 2022, and increased $5.3 million, or 41.7%, compared to $12.7 million for the quarter ended September 30, 2021. The increase in interest income was primarily attributed to a 69bps increase in the average yield on loans and leases and loans held for sale, coupled with a $200.5 million, or 16.4% increase in average loans and leases outstanding and loans held for sale.

Interest expense totaled $4.7 million for the quarter ended September 30, 2022, and increased $2.4 million, or 104.8%, compared to $2.3 million for the quarter ended September 30, 2021. The increase in interest expense was primarily attributed to a 60bps increase in the average rate of interest-bearing deposits, coupled with a $242.1 million, or 26.5%, increase in average interest-bearing deposits.

Provision for loan and lease losses. There was $150,000 in provision for loan and lease losses expense for the quarter ended September 30, 2022 and no provision for the quarter ended September 30, 2021. Net recoveries for the quarter ended September 30, 2022 totaled $5,000, compared to net charge-offs of $8,000 for the quarter ended September 30, 2021.

The following table presents information regarding net charge-offs (recoveries) for the three months ended September 30, 2022 and 2021.



                                           For the three months ended September 30,
                                                 2022                     2021
(unaudited)                                            (Dollars in thousands)
Single-family residential real estate                      (2)                     13
Home equity lines of credit                                (3)                    (5)
Total                                    $                 (5)     $                8



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Noninterest income. Noninterest income for the quarter ended September 30, 2022 totaled $705,000 and decreased $1.4 million, or 66.1%, compared to $2.1 million for the quarter ended September 30, 2021. The decrease was primarily due to a $1.9 million decrease in gain on sale of deposits, which was attributable to the $1.9 million gain on sale of deposits in connection with the sale of our two Columbiana County branches in July 2021, partially offset by a $135,000 increase in net gain on sales of commercial loans and a $55,000 increase in service charges on deposit accounts.

Noninterest expense. Noninterest expense for the quarter ended September 30, 2022 totaled $8.6 million and increased $1.2 million, or 15.7%, compared to $7.4 million for the quarter ended September 30, 2021. The increase in noninterest expense was primarily due to a $606,000 increase in data processing expense and a $570,000 impairment of property and equipment. The increase in data processing expense was primarily related to the conversion of our core processing system during the third quarter of 2022 and the impairment of property and equipment was related to the pending sale of our Worthington headquarters building as we prepare to move our headquarters to New Albany, Ohio.

Income tax expense. Income tax expense was $1.0 million for the quarter ended September 30, 2022, an increase of $38,000 compared to $985,000 for the quarter ended September 30, 2021. The effective tax rate for the quarter ended September 30, 2022 was approximately 19.4%, as compared to approximately 19.5% for the quarter ended September 30, 2021.

Our deferred tax assets are composed of 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 September 30, 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, bank owned life insurance and other miscellaneous items.

Comparison of the Results of Operations for the Nine Months Ended September 30, 2022 and 2021.

General. Net income for the nine months ended September 30, 2022 totaled $13.5 million (or $2.06 per diluted common share) and decreased $493,000, or 3.5%, compared to net income of $14.0 million (or $2.10 per diluted common share) for the nine months ended September 30, 2021. The decrease in net income was primarily the result of decreased volumes on Direct-to-Consumer (DTC) residential mortgage loans and a decrease on gain on sale of deposits, attributable to the sale of our Columbiana County branches in July 2021, partially offset by an increase in net interest income and a decrease in other noninterest expense.

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 in the sections 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 $35.6 million for the nine months ended September 30, 2022 and increased $4.5 million, or 14.7%, compared to net interest income of $31.1 million for the nine months ended September 30, 2021. The increase in net interest income was primarily due to a $6.7 million, or 16.9%, increase in interest income, partially offset by a $2.0 million, or 25.5%, increase in interest expense. The increase in interest income was primarily attributed to a 36bps increase in average yield on interest-earning assets, coupled with a $89.1 million, or 6.3%, increase in average interest-earning assets outstanding. The increase in interest expense was attributed to a 20bps increase in average interest-bearing liabilities, coupled with a $49.2 million, or 4.4%, increase in average interest-bearing liabilities. The net interest margin of 3.17% for the nine months ended September 30, 2022 increased 23bps compared to the net interest margin of 2.94% for the nine months ended September 30, 2021.

Interest income totaled $45.9 million for the nine months ended September 30, 2022, and increased $6.7 million, or 16.9%, compared to $39.2 million for the nine months ended September 30, 2021. The increase in interest income was primarily attributed to a 41bps increase in the average yield on loans and leases and loans held for sale, coupled with a $38.6 million, or 3.0%, increase in average loans and leases outstanding and loans held for sale.

Interest expense totaled $10.2 million for the nine months ended September 30, 2022, and increased $2.0 million, or 25.5%, compared to $8.2 million for the nine months ended September 30, 2021. The increase in interest expense was primarily attributed to a 17bps increase in the average rate of interest-bearing deposits, coupled with a $77.9 million, or 7.8%, increase in average interest-bearing deposits.




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Provision for loan and lease losses. There was $150,000 in provision for loan and lease losses expense for the nine months ended September 30, 2022 compared to negative provision expense of $1.6 million for the nine months ended September 30, 2021. Net recoveries for the nine months ended September 30, 2022 totaled $29,000, compared to net recoveries of $65,000 for the nine months ended September 30, 2021.

The following table presents information regarding net charge-offs (recoveries) for the nine months ended September 30, 2022 and 2021.



                                           For the nine months ended September 30,
                                                 2022                    2021
(unaudited)                                        (Dollars in thousands)
Commercial                               $                  -     $             (56)
Single-family residential real estate                     (19)                     6
Home equity lines of credit                               (10)                  (15)
Total                                    $                (29)    $             (65)


Noninterest income. Noninterest income for the nine months ended September 30, 2022 totaled $2.6 million and decreased $7.7 million, or 75.1%, compared to $10.3 million for the nine months ended September 30, 2021. The decrease was primarily due to a $4.7 million decrease in net gain on sale of residential mortgage loans, a $1.9 million decrease in gain on sale of deposits and an $881,000 decrease in 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 to scale down and exit the direct-to-consumer mortgage business in favor of portfolio lending in our regional markets with servicing retained. 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 nine months ended September 30, 2022 totaled $21.3 million and decreased $4.4 million, or 16.8%, compared to $25.7 million for the nine months ended September 30, 2021. The decrease in noninterest expense was primarily due to a $2.3 million decrease in advertising and marketing expense, a $2.1 million decrease in salaries and employee benefits and a $1.4 million decrease in professional fee expense, partially offset by a $595,000 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 to scale down and exit the direct-to-consumer mortgage business in favor of portfolio lending in our regional markets with servicing retained as previously discussed. As mentioned above, the increase in data processing expense was primarily related to the conversion of our core processing system during the third quarter of 2022 and the impairment of property and equipment was related to the pending sale of our Worthington headquarters building.

Income tax expense. Income tax expense was $3.2 million for the nine months ended September 30, 2022, a decrease of $74,000 compared to $3.3 million for the nine months ended September 30, 2021. The effective tax rate for the nine months ended September 30, 2022 was approximately 19.2%, as compared to approximately 19.0% for the nine months ended September 30, 2021.

Our deferred tax assets are composed of 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 September 30, 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, bank owned life insurance and other miscellaneous items.




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Average Balances, Interest Rates and Yields. The following tables present, 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 Three Months Ended September 30,
                                         2022                                   2021
                           Average      Interest     Average      Average      Interest     Average
                         Outstanding     Earned/     Yield/     Outstanding     Earned/     Yield/
                           Balance        Paid        Rate        Balance        Paid        Rate
                                                   (Dollars in thousands)
Interest-earning assets:
Securities (1) (2)       $     17,044   $     219       4.64%   $     22,312   $     230       4.13%
Loans and leases and
loans held for sale (3)     1,424,326      16,876       4.74%      1,223,868      12,397       4.05%
Other earning assets          135,240         813       2.40%         45,174          21       0.19%
FHLB and FRB stock              7,192          98       5.45%          6,221          55       3.54%
Total interest-earning
assets                      1,583,802      18,006       4.54%      1,297,575      12,703       3.92%
Noninterest-earning
assets                         78,222                                 81,674
Total assets             $  1,662,024                           $  1,379,249

Interest-bearing
liabilities:
Deposits                 $  1,154,605       3,992       1.38%   $    912,533       1,777       0.78%
FHLB advances and other
borrowings                     93,397         698       2.99%         67,853         513       3.02%
Total interest-bearing
liabilities                 1,248,002       4,690       1.50%        980,386       2,290       0.93%

Noninterest-bearing
liabilities                   279,383                                277,469
Total liabilities           1,527,385                              1,257,855

Equity                        134,639                                121,394
Total liabilities and
equity                   $  1,662,024                           $  1,379,249

Net interest-earning
assets                   $    335,800                           $    317,189
Net interest
income/interest rate
spread                                  $  13,316       3.04%                  $  10,413       2.99%
Net interest margin                                     3.36%                                  3.21%
Average interest-earning
assets
to average
interest-bearing
liabilities                   126.91%                                132.35%


(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.


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                                             For Nine Months Ended September 30,
                                         2022                                   2021
                           Average      Interest     Average      Average      Interest     Average
                         Outstanding     Earned/     Yield/     Outstanding     Earned/     Yield/
                           Balance        Paid        Rate        Balance        Paid        Rate
                                                   (Dollars in thousands)
Interest-earning assets:
Securities (1) (2)       $     18,353   $     664       4.52%   $     18,492   $     529       3.83%
Loans and leases and
loans held for sale (3)     1,339,590      43,746       4.35%      1,301,027      38,452       3.94%
Other earning assets          131,020       1,215       1.24%         81,473          73       0.12%
FHLB and FRB stock              7,280         238       4.36%          6,120         167       3.64%
Total interest-earning
assets                      1,496,243      45,863       4.08%      1,407,112      39,221       3.72%
Noninterest-earning
assets                         76,937                                 80,743
Total assets             $  1,573,180                           $  1,487,855

Interest-bearing
liabilities:
Deposits                 $  1,074,075       8,177       1.02%   $    996,192       6,382       0.85%
FHLB advances and other
borrowings                     96,255       2,051       2.84%        124,923       1,769       1.89%
Total interest-bearing
liabilities                 1,170,330      10,228       1.17%      1,121,115       8,151       0.97%

Noninterest-bearing
liabilities                   271,961                                249,910
Total liabilities           1,442,291                              1,371,025

Equity                        130,889                                116,830
Total liabilities and
equity                   $  1,573,180                           $  1,487,855

Net interest-earning
assets                   $    325,913                           $    285,997
Net interest
income/interest rate
spread                                  $  35,635       2.91%                  $  31,070       2.75%
Net interest margin                                     3.17%                                  2.94%
Average interest-earning
assets
to average
interest-bearing
liabilities                   127.85%                                125.51%


(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.


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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.



                                 Three Months Ended                   Nine Months Ended
                                 September 30, 2022                   September 30, 2022
                           Compared to Three Months Ended       Compared to Nine Months Ended
                                 September 30, 2021                   September 30, 2021
                           Increase (decrease)                  Increase (decrease)
                                 due to                               due to
                             Rate        Volume      Net          Rate        Volume      Net
                               (Dollars in thousands)               (Dollars in thousands)
Interest-earning assets:
Securities (1)           $        146   $  (157)   $   (11)   $        140   $    (5)   $    135
Loans and leases                2,279      2,200      4,479          4,128      1,166      5,294
Other earning assets              679        113        792          1,072         70      1,142
FHLB and FRB Stock                 33         10         43             36         35         71
Total interest-earning
assets                          3,137      2,166      5,303          5,376      1,266      6,642

Interest-bearing
liabilities:
Deposits                        1,650        565      2,215          1,269        526      1,795
FHLB advances and other
borrowings                       (41)        226        185            938      (656)        282
Total interest-bearing
liabilities                     1,609        791      2,400          2,207      (130)      2,077

Net change in net
interest income          $      1,528   $  1,375   $  2,903   $      3,169   $  1,396   $  4,565

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

Critical Accounting Policies

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 2021 Audited 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.

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.




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Determination of the ALLL. 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 losses", in Note 4 to the consolidated financial statements included in this Quarterly Report on Form 10-Q and in Notes 1, 4 and 6 to our 2021 Audited 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 Note 6 to the consolidated financial statements included in this Quarterly Report on Form 10-Q and in Notes 1 and 6 to our 2021 Audited 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 11 to the consolidated financial statements included in this Quarterly Report on Form 10-Q and in Notes 1, 6 and 18 to our 2021 Audited Financial Statements.

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.




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                               CF BANKSHARES INC.
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                       MANAGEMENT DISCUSSION AND ANALYSIS

The following table summarizes CFBank's cash available from liquid assets and borrowing capacity at September 30, 2022 and December 31, 2021.



                                           September 30, 2022       December 31, 2021
                                                     (Dollars in thousands)
Cash, unpledged securities and deposits
in other financial institutions           $            201,709     $           168,953
Additional borrowing capacity at the FHLB              162,085                 113,077
Additional borrowing capacity at the FRB               105,885                  72,195
Unused commercial bank lines of credit                  65,000                  65,000
Total                                     $            534,679     $           419,225


Cash, unpledged securities and deposits in other financial institutions increased $32.7 million, or 19.4%, to $201.7 million at September 30, 2022, compared to $169.0 million at December 31, 2021. The increase is primarily attributed to an increase in deposits and a decrease in loans held for sale, partially offset by an increase in loans and leases.

CFBank's additional borrowing capacity with the FHLB increased $49.0 million, or 43.3%, to $162.1 million at September 30, 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 $33.7 million, or 46.7%, to $105.9 million at September 30, 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 September 30, 2022 and at 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 and sources of liquidity at September 30, 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 $270,000. 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 5.10% at September 30, 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%.




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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 September 30, 2022, the Company had an outstanding balance, net of unamortized debt issuance costs, of $22.8 million on the facility.

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 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 2021. 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.






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CF BANKSHARES INC.
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