CF BANKSHARES INC. [CFBK] Filings

10-Q 1 cfbk-20240630x10q.htm 10-Q cfbk-20240630x10q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from __________ to______________

Commission File Number 0-25045

CF BANKSHARES INC.

(Exact name of registrant as specified in its charter)


Delaware	34-1877137
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

4960 E. Dublin Granville Road, Suite #400, Columbus, Ohio 43081

(Address of principal executive offices) (Zip Code)

(614) 334-7979

(Registrant’s telephone number, including area code)

______________N/A________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
(Voting) Common Stock, $.01 par value	CFBK	The NASDAQ Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [X] Smaller Reporting Company [X]

Emerging Growth Company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of August 13, 2024, there were 5,127,410 shares of the registrant’s (Voting) Common Stock outstanding and 1,260,700 shares of the registrant’s Non-Voting Common Stock outstanding.

Table of Contents

CF BANKSHARES INC.

INDEX


PART I. Financial Information		Page

Item 1. Financial Statements		3

	Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	3

	Consolidated Statements of Income for the three and six months ended June 30, 2024 and 2023 (unaudited)	4

	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023 (unaudited)	5

	Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023 (unaudited)	6

	Consolidated Statements of Cash Flows for the three and six months ended June 30, 2024 and 2023 (unaudited)	8

	Notes to Consolidated Financial Statements (unaudited))	10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		38

Item 3. Quantitative and Qualitative Disclosures About Market Risk		50

Item 4. Controls and Procedures		51

PART II. Other Information		52

Item 1. Legal Proceedings		52

Item 1A. Risk Factors		52

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		52

Item 3. Defaults Upon Senior Securities		52

Item 4. Mine Safety Disclosures		52

Item 5. Other Information		52

Item 6. Exhibits		53

Signatures		54

Table of Contents

CF BANKSHARES INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands except per share data)


	June 30,		December 31,
	2024		2023
	(unaudited)
ASSETS
Cash and cash equivalents	$	241,775	$	261,595
Interest-bearing deposits in other financial institutions		100		100
Securities available for sale		8,323		8,092
Equity securities		5,000		5,000
Loans held for sale, at fair value		3,187		1,849
Loans and leases, net of allowance of $19,285 and $16,865, respectively		1,687,695		1,694,133
FHLB and FRB stock		9,830		8,482
Premises and equipment, net		3,571		3,812
Operating lease right-of-use assets		4,858		5,221
Bank owned life insurance		26,683		26,266
Accrued interest receivable and other assets		49,612		44,065
Total assets	$	2,040,634	$	2,058,615

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest bearing	$	217,771	$	235,916
Interest bearing		1,478,705		1,508,141
Total deposits		1,696,476		1,744,057
FHLB advances and other debt		137,163		109,995
Advances by borrowers for taxes and insurance		154		2,179
Operating lease liabilities		4,949		5,302
Accrued interest payable and other liabilities		27,322		26,747
Subordinated debentures		14,980		14,961
Total liabilities		1,881,044		1,903,241

Commitments and contingent liabilities		-		-

Stockholders' equity
Common stock, $0.01 par value;
shares authorized: 9,090,909, including 1,260,700 shares of non-voting common stock
Voting common stock, $0.01 par value; shares issued: 5,524,811 at June 30, 2024 and 5,665,958 at December 31, 2023		55		57
Non-voting common stock, $0.01 par value;
shares issued: 1,260,700 at June 30, 2024 and December 31, 2023		13		13
Series D preferred stock, $0.01 par value; 5,000 shares authorized;
2,160 shares issued at June 30, 2024 and 0 shares issued at December 31, 2023		-		-
Additional paid-in capital		91,586		91,068
Retained earnings		80,509		76,517
Accumulated other comprehensive loss		(2,237)		(2,290)
Treasury stock, at cost; 397,856 shares of voting common stock at June 30, 2024 and 381,098 shares of voting common stock at December 31, 2023		(10,336)		(9,991)
Total stockholders' equity		159,590		155,374
Total liabilities and stockholders' equity	$	2,040,634	$	2,058,615

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

CF BANKSHARES INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands except per share data)

(Unaudited)


	Three months ended				Six months ended
	June 30,				June 30,
	2024		2023		2024		2023
Interest and dividend income
Loans and leases, including fees	$	26,339	$	23,684	$	52,349	$	46,022
Securities		133		213		262		428
FHLB and FRB stock dividends		164		138		329		259
Federal funds sold and other		2,679		2,190		5,461		3,692
		29,315		26,225		58,401		50,401
Interest expense
Deposits		16,784		13,660		33,434		24,079
FHLB advances and other debt		800		789		1,585		1,531
Subordinated debentures		364		290		731		572
		17,948		14,739		35,750		26,182
Net interest income		11,367		11,486		22,651		24,219
Provision for credit losses
Provision for credit losses-loans		3,195		(63)		4,512		204
Provision for credit losses-unfunded commitments		366		75		286		45
		3,561		12		4,798		249
Net interest income after provision for credit losses		7,806		11,474		17,853		23,970
Noninterest income
Service charges on deposit accounts		623		379		1,182		683
Net gains on sales of residential mortgage loans		87		40		177		37
Net gains on sales of commercial loans		-		-		167		-
Swap fee income		-		142		-		172
Earnings on bank owned life insurance		213		155		417		305
Other		295		262		180		500
		1,218		978		2,123		1,697
Noninterest expense
Salaries and employee benefits		3,570		3,778		7,078		7,764
Occupancy and equipment		471		456		905		837
Data processing		649		487		1,264		1,036
Franchise and other taxes		356		328		642		627
Professional fees		590		632		1,253		1,238
Director fees		143		164		268		334
Postage, printing and supplies		42		37		86		92
Advertising and marketing		38		71		52		254
Telephone		52		72		103		136
Loan expenses		259		187		706		359
Depreciation		122		148		252		281
FDIC premiums		499		519		1,099		1,022
Regulatory assessment		66		60		131		118
Other insurance		51		52		107		99
Other		184		182		333		667
		7,092		7,173		14,279		14,864
Income before incomes taxes		1,932		5,279		5,697		10,803
Income tax expense		237		1,056		932		2,132
Net income	$	1,695	$	4,223	$	4,765	$	8,671
Earnings allocated to participating securities (Series D preferred stock)		(54)		-		(121)		-
Net income attributable to common stockholders	$	1,641	$	4,223	$	4,644	$	8,671

Earnings per common share:
Basic	$	0.26	$	0.66	$	0.74	$	1.35
Diluted	$	0.26	$	0.66	$	0.74	$	1.35

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

CF BANKSHARES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands except per share data)

(Unaudited)


	Three months ended						Six months ended
	June 30,

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