
PART I. Financial Information Item 1. Financial Statements This section presents the unaudited consolidated financial statements of CF Bankshares Inc. and its subsidiary, including balance sheets, income statements, comprehensive income, equity changes, cash flows, and detailed explanatory notes Consolidated Balance Sheets Total assets, liabilities, and stockholders' equity increased from December 31, 2024, to March 31, 2025, primarily driven by growth in loans and deposits | Metric | March 31, 2025 (unaudited) (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :-------------------------- | :------------------ | | Total assets | $2,094,681 | $2,065,523 | | Total deposits | $1,783,689 | $1,755,795 | | Total liabilities | $1,921,999 | $1,897,086 | | Total stockholders' equity | $172,682 | $168,437 | | Loans and leases, net | $1,750,139 | $1,722,019 | | Cash and cash equivalents | $240,986 | $235,272 | Consolidated Statements of Income Net income significantly increased for the three months ended March 31, 2025, driven by higher net interest income and lower provision for credit losses, despite increased noninterest expense | Metric | Three months ended March 31, 2025 (in thousands) | Three months ended March 31, 2024 (in thousands) | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $4,430 | $3,070 | | Net income attributable to common stockholders | $4,294 | $3,013 | | Basic earnings per common share | $0.68 | $0.48 | | Diluted earnings per common share | $0.68 | $0.47 | | Net interest income | $12,909 | $11,284 | | Provision for credit losses | $582 | $1,237 | | Noninterest income | $1,206 | $905 | | Noninterest expense | $7,954 | $7,187 | | Income tax expense | $1,149 | $695 | Consolidated Statements of Comprehensive Income Comprehensive income increased significantly year-over-year, driven by higher net income and larger unrealized holding gains on available-for-sale securities | Metric | Three months ended March 31, 2025 (in thousands) | Three months ended March 31, 2024 (in thousands) | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net income | $4,430 | $3,070 | | Unrealized holding gains (net of tax) | $78 | $9 | | Comprehensive income | $4,508 | $3,079 | Consolidated Statements of Changes in Stockholders' Equity Stockholders' equity increased from January 1, 2025, to March 31, 2025, primarily due to net income and restricted stock expense, partially offset by dividends and treasury share acquisitions | Metric | January 1, 2025 (in thousands) | March 31, 2025 (in thousands) | | :----------------------------------- | :-------------- | :------------- | | Total Stockholders' Equity | $168,437 | $172,682 | Key Changes (Three months ended March 31, 2025): * Net income: $4,430 (in thousands) * Other comprehensive income: $78 (in thousands) * Restricted stock expense, net of forfeitures: $303 (in thousands) * Acquisition of treasury shares: $(113) (in thousands) * Cash dividends declared on common stock: $(439) (in thousands) * Cash dividends declared on Series D preferred stock: $(14) (in thousands) Consolidated Statements of Cash Flows Net cash inflow from operating and financing activities, offset by outflow from investing, led to an overall increase in cash and cash equivalents for the three months ended March 31, 2025 | Cash Flow Activity | Three months ended March 31, 2025 (in thousands) | Three months ended March 31, 2024 (in thousands) | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash from (used by) operating activities | $2,206 | $(1,161) | | Net cash used by investing activities | $(22,928) | $(1,782) | | Net cash from (used by) financing activities | $26,436 | $(21,760) | | Net change in cash and cash equivalents | $5,714 | $(24,703) | | Ending cash and cash equivalents | $240,986 | $236,892 | Notes to Consolidated Financial Statements These notes provide detailed explanations and disclosures for the consolidated financial statements, covering accounting policies, financial instruments, debt, equity, regulatory capital, income taxes, and subsequent events NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the basis of financial statement presentation, key accounting policies for loans, ACL, foreclosed assets, and tax credit investments, including new accounting standard adoptions - The consolidated financial statements are prepared in accordance with U.S. GAAP and SEC instructions for Form 10-Q, with interim period condensations18 - The Company adopted ASU 2023-07 'Segment Reporting' as of January 1, 2024, determining all business activities meet aggregation criteria for a single operating segment35 - The Company did not record an allowance for credit losses on available-for-sale securities as unrealized losses were due to interest rate changes, not credit quality, and there was no intent or requirement to sell2455 NOTE 2 – REVENUE RECOGNITION This note clarifies revenue recognition practices, distinguishing between revenue from financial instruments (majority) and contracts with customers (recognized in noninterest income upon performance completion) - The majority of revenue is generated from financial instruments (loans, letters of credit, derivatives, investment securities, mortgage activities)46 - Revenue from contracts with customers, such as service charges on deposit accounts, is recognized within Noninterest income upon completion of performance obligations (e.g., monthly for account maintenance or upon transaction completion)47 NOTE 3 – SECURITIES The available-for-sale securities portfolio, primarily corporate debt and U.S. Treasury securities, held significant unrealized losses attributed to market interest rates, not credit quality, thus no impairment was recognized | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :------------- | :---------------- | | Total Securities available for sale (Fair Value) | $8,793 | $8,683 | | Corporate debt (Fair Value) | $7,800 | $7,700 | | U.S. Treasury (Fair Value) | $993 | $983 | | Total Amortized Cost | $10,977 | $10,965 | | Total Gross Unrealized Losses | $2,184 | $2,283 | - At March 31, 2025, 88.7% of available-for-sale securities were reported at less than historical cost, with unrealized losses primarily in one Corporate debt security, attributed to changes in market conditions (interest rates) and not credit quality5455 NOTE 4 – LOANS AND LEASES The loan and lease portfolio and ACL increased slightly, with minor changes in nonaccrual and past due loans, as the Company categorizes loans into risk categories for credit quality monitoring | Loan Portfolio Segment | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :------------- | :---------------- | | Commercial | $414,685 | $418,804 | | Real estate: Single-family residential | $441,595 | $465,517 | | Real estate: Multi-family residential | $143,337 | $150,434 | | Real estate: Commercial | $514,833 | $460,064 | | Real estate: Construction | $208,577 | $202,166 | | Consumer: Home equity lines of credit | $41,994 | $39,520 | | Consumer: Other | $2,921 | $2,988 | | Less: ACL – Loans | $(17,803) | $(17,474) | | Loans and leases, net | $1,750,139 | $1,722,019 | | ACL Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Balances, January 1 | $17,474 | $16,865 | | Provision (reversal) for credit losses | $352 | $1,317 | | Recoveries on loans | $71 | $16 | | Loans charged off | $(94) | $0 | | Balances, March 31 | $17,803 | $18,198 | | Nonaccrual Loans | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :------------- | :---------------- | | Total nonaccrual loans | $14,494 | $14,538 | | Nonaccrual Loans with no Allowance for Credit Losses | $1,831 | $1,797 | | Past Due Loans (Total Past Due) | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :------------- | :---------------- | | Total Past Due | $11,422 | $12,473 | | 90 Days or more Past Due | $9,682 | $7,778 | - The Company categorizes loans into risk categories (Special Mention, Substandard, Doubtful) based on borrower's ability to service debt, financial information, payment history, and economic trends8081828487 - Consumer and Single-family residential loans are classified as 'performing' or 'nonperforming' based on payment performance81 NOTE 5 – LEASES All leases are operating leases, recognized as ROU assets and liabilities, with a weighted-average remaining lease term of 8.6 years and a discount rate of 7.49% as of March 31, 2025 - All leases are classified as operating leases, with ROU assets and lease liabilities recognized on the balance sheet94 | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :------------- | :---------------- | | Operating lease right-of-use assets | $5,925 | $6,087 | | Operating lease liabilities | $6,083 | $6,229 | | Weighted-average remaining lease term | 8.6 years | 8.8 years | | Weighted-average discount rate | 7.49% | 7.47% | | Operating lease costs (3 months ended March 31, 2025) | $162 | $180 | NOTE 6 - FAIR VALUE This note details fair value measurements, categorizing inputs into Level 1, 2, and 3, with recurring measurements for securities, loans held for sale, and derivatives primarily using Level 2 observable inputs - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (significant other observable inputs), and Level 3 (significant unobservable inputs)99100 | Financial Assets (Fair Value at March 31, 2025) (in thousands) | Level 2 | | :----------------------------------- | :------ | | Securities available for sale | $8,793 | | Loans held for sale | $3,505 | | Derivative assets | $3,352 | | Financial Liabilities (Fair Value at March 31, 2025) (in thousands) | Level 2 | | :----------------------------------- | :------ | | Derivative liabilities | $3,352 | - The Company elected the fair value option for loans held for sale, believing fair value is the best indicator of their resolution106 - No such loans were 90 days or more past due106 NOTE 7 – SUBORDINATED DEBENTURES The Company holds two types of subordinated debentures: 2003 variable-rate and 2018 fixed-to-floating rate notes, both long-term liabilities with specific maturity and redemption terms - The 2003 subordinated debentures (balance $5,155 thousand) have a variable interest rate, resetting quarterly to three-month SOFR plus 3.112% (7.41% at March 31, 2025)111113 - The 2018 fixed-to-floating rate subordinated notes (balance $9,854 thousand net of costs) initially bore 7.00% interest, converting to three-month SOFR plus 4.402% (8.70% at March 31, 2025) after December 30, 2023114117 NOTE 8 – FHLB ADVANCES AND OTHER DEBT FHLB advances consist of fixed-rate advances, and the Holding Company's $35 million credit facility converted to a 10-year term note with its fixed interest rate reset to 6.00% effective April 30, 2025 | Debt Type | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :------------- | :---------------- | | Total FHLB fixed rate advances | $58,000 | $58,000 | | Holding Company credit facility | $34,689 | $34,680 | | Total FHLB advances and other debt | $92,689 | $92,680 | - The Holding Company's $35 million credit facility converted to a 10-year term note in May 2024119 - Effective April 30, 2025, its fixed interest rate was reset to 6.00% until May 21, 2026, then converting to a floating rate equal to PRIME119 - CFBank had $65 million in unused lines of credit at two commercial banks at March 31, 2025, with no outstanding borrowings120 NOTE 9 – STOCK-BASED COMPENSATION Stock-based compensation expense increased for the three months ended March 31, 2025, under the 2019 Equity Incentive Plan, with a significant number of restricted stock shares granted | Metric | Three months ended March 31, 2025 (in thousands) | Three months ended March 31, 2024 (in thousands) | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Total compensation cost | $303 | $233 | | Income tax effect | $64 | $49 | - 79,425 shares of restricted stock were granted under the 2019 Plan during the three months ended March 31, 2025, compared to 7,068 shares in the prior year126 - Unrecognized compensation cost related to nonvested restricted stock awards was $3,078 thousand at March 31, 2025, up from $1,303 thousand at March 31, 2024127 NOTE 10 – REGULATORY CAPITAL MATTERS CFBank maintains capital levels well above Basel III minimums for 'well capitalized' status, with dividend payments subject to regulatory and debt agreement restrictions | Capital Ratio (March 31, 2025) | Actual Ratio | Minimum Required (Basel III) | To Be Well Capitalized | | :----------------------------------- | :----------- | :--------------------------- | :--------------------- | | Total Capital to risk weighted assets | 13.76% | 10.50% | 10.00% | | Tier 1 (Core) Capital to risk weighted assets | 12.59% | 8.50% | 8.00% | | Common equity tier 1 capital to risk-weighted assets | 12.59% | 7.00% | 6.50% | | Tier 1 (Core) Capital to adjusted total assets (Leverage Ratio) | 10.55% | 4.00% | 5.00% | - CFBank's capital ratios at March 31, 2025, significantly exceed the minimums required to be considered 'well capitalized' under applicable regulatory capital standards136 - Dividend payments by the Holding Company are dependent on its liquidity, receipt of dividends from CFBank, and compliance with various legal, regulatory, and debt agreement conditions, including current interest payments on subordinated debentures139 NOTE 11 – DERIVATIVE INSTRUMENTS CFBank uses interest-rate swaps for asset/liability management and mortgage banking derivatives for hedging, with swaps resulting in net zero fair value change and mortgage derivatives not designated in hedge relationships - CFBank uses interest-rate swaps to manage interest rate risk, entering into offsetting swaps with customers and dealer counterparties141 - The net change in fair value of these swaps is zero in noninterest income141 | Metric (Interest-Rate Swaps) | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :------------- | :---------------- | | Notional amount | $91,835 | $92,818 | | Weighted average pay rate | 5.46% | 5.45% | | Weighted average receive rate | 6.74% | 6.93% | | Weighted average maturity | 8.5 years | 8.6 years | | Fair value of derivative asset | $3,352 | $3,730 | | Fair value of derivative liability | $(3,352) | $(3,730) | - Mortgage banking derivatives, including rate lock commitments, are used to economically hedge interest rate risk and are not designated in hedge relationships147 - The fair value of these commitments was immaterial147 NOTE 12 – INCOME TAXES The Company recorded a deferred tax asset with no valuation allowance, and the effective tax rate increased to 20.6% for the three months ended March 31, 2025, influenced by tax credit investments | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :------------- | :---------------- | | Deferred tax asset | $4,173 | $4,177 | | Effective Tax Rate | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Effective tax rate | 20.6% | 18.5% | - The Company has net operating loss carryforwards of $21,764 thousand, with $20,520 thousand expected to expire unutilized due to Section 382 ownership change limitations152 - The increase in effective tax rate for Q1 2025 was primarily due to a 1.6% increase from tax credit investments, partially offset by restricted stock and tax-exempt earnings155 NOTE 13- ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss improved for the three months ended March 31, 2025, primarily due to unrealized holding gains on available-for-sale securities | Metric | March 31, 2025 (in thousands) | March 31, 2024 (in thousands) | | :----------------------------------- | :------------- | :------------- | | Accumulated other comprehensive loss, beginning of period | $(1,803) | $(2,290) | | Other comprehensive gain before reclassifications | $78 | $9 | | Accumulated other comprehensive loss, end of period | $(1,725) | $(2,281) | NOTE 14- PREFERRED STOCK The Company has Series D Preferred Stock outstanding, convertible into common stock under certain conditions, and participating pro rata with common shareholders in dividends on an as-converted basis - 2,000 shares of Series D Preferred Stock were outstanding at March 31, 2025, and December 31, 2024157 - Series D Preferred Stock is convertible into 100 shares of Non-Voting Common Stock (upon shareholder approval) or Voting Common Stock (upon holder request, subject to ownership limits, or transfer to non-affiliate)158 - Holders of Series D Preferred Stock participate pro rata with common shareholders in dividends on an as-converted basis and have no liquidation preferences158 NOTE 15- TAX CREDIT INVESTMENTS The Company invests in LIHTC and HTC for returns and CRA goals, with stable total investments, decreased unfunded commitments, and increased amortization expense and recognized tax credits | Investment Type | Investment (March 31, 2025) (in thousands) | Unfunded Commitment (March 31, 2025) (in thousands) | Investment (December 31, 2024) (in thousands) | Unfunded Commitment (December 31, 2024) (in thousands) | | :----------------------------------- | :-------------------------- | :----------------------------------- | :-------------------------- | :----------------------------------- | | Low Income Housing Tax Credit (LIHTC) | $20,139 | $9,814 | $20,139 | $10,767 | | Historic Tax Credit (HTC) | $1,953 | $1,573 | $1,953 | $1,573 | | Total | $22,092 | $11,387 | $22,092 | $12,340 | | Metric | Three months ended March 31, 2025 (in thousands) | Three months ended March 31, 2024 (in thousands) | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Total Amortization expense | $682 | $353 | | Total Tax credits recognized | $448 | $355 | NOTE 16- SUBSEQUENT EVENTS Subsequent to the reporting period, the Board declared cash dividends, and the Company secured a new $10 million revolving line of credit and amended its existing $35 million credit facility with revised interest rates - On April 2, 2025, a cash dividend of $0.07 per common share and $7.00 per Series D Preferred Stock share was declared, paid on April 22, 2025163 - On April 30, 2025, the Company entered into a new $10 million revolving line of credit, maturing April 30, 2027, with a fixed rate of 6.00% until May 21, 2026, then converting to PRIME164 - Effective April 30, 2025, the existing $35 million credit facility's fixed rate was reset to 6.00% until May 21, 2026, then converting to PRIME165 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on financial condition and results, analyzing balance sheet and income statement changes, liquidity, and capital resources, highlighting net income growth, loan and deposit increases, and stable capital Forward-Looking Statements This cautionary statement emphasizes that forward-looking statements are subject to material risks and uncertainties, and the Company undertakes no obligation to update them - Forward-looking statements are identified by terms like 'estimate,' 'believe,' 'anticipate,' and 'expect,' and are not guarantees of performance168 - Assumptions underlying forward-looking statements almost always vary from actual results, and differences can be material169 - The Company undertakes no obligation to publicly release revisions to forward-looking statements, except as required by law169 Business Overview CF Bankshares Inc., through CFBank, National Association, serves closely held businesses and entrepreneurs with commercial, retail, and mortgage lending services, primarily in Ohio and Indiana, making performance dependent on Ohio's economy - CF Bankshares Inc. is a financial holding company, and its wholly-owned subsidiary, CFBank, National Association, converted to a national bank in December 2016170 - CFBank focuses on providing commercial loans and equipment leases, commercial and residential real estate loans, treasury management, residential mortgage lending, and full-service commercial and retail banking to closely held businesses and entrepreneurs171 - The principal market area for deposits and loans includes Franklin, Delaware, Cuyahoga, Summit, and Hamilton counties in Ohio, and Marion County in Indiana, making the Company's performance largely dependent on Ohio's economic conditions172 General Financial Overview Net income is primarily driven by net interest income, influenced by interest rates, loan demand, and deposit flows, and also affected by credit loss provisions, loan fees, operating expenses, and taxes, all subject to economic and regulatory conditions - Net income is primarily dependent on net interest income, which is the difference between interest earned on loans/securities and interest paid on deposits/borrowed funds174 - Net income is also affected by provisions for credit losses, loan fee income, service charges, gains on loan sales, operating expenses, and taxes175 - Results are significantly influenced by general economic and competitive conditions, market interest rates, real estate values, government policies, and regulatory actions, which can materially impact the business175 Financial Condition Total assets increased by 1.4% to $2.09 billion at March 31, 2025, driven by a 1.6% rise in net loans and leases and deposits, while ACL on loans increased slightly, and nonperforming and past due loans decreased | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (%) | | :----------------------------------- | :------------- | :---------------- | :--------- | | Total assets | $2,094,681 | $2,065,523 | 1.4% | | Cash and cash equivalents | $240,986 | $235,272 | 2.4% | | Loans held for sale | $3,505 | $2,623 | 33.6% | | Net loans and leases | $1,750,139 | $1,722,019 | 1.6% | | Allowance for Credit Losses on Loans | $17,803 | $17,474 | 1.9% | | Nonperforming loans | $14,600 | $15,084 | -3.2% | | Total past due loans | $11,400 | $12,500 | -8.8% | | Total deposits | $1,783,689 | $1,755,795 | 1.6% | | FHLB advances and other debt | $92,689 | $92,680 | 0.0% | | Stockholders' equity | $172,700 | $168,400 | 2.5% | - The increase in net loans and leases was primarily driven by a $47.7 million increase in commercial real estate loans and a $6.4 million increase in construction loans, partially offset by a $23.9 million decrease in single-family residential loans due to portfolio sales180 - Nonperforming loans decreased by $484 thousand, primarily due to the transfer of a $524 thousand single-family residential loan to foreclosed assets186 - Interest-only commercial lines of credit constituted 31.9% of the commercial portfolio, and interest-only home equity lines of credit were 97.8% of total home equity lines of credit at March 31, 2025193 Results of Operations Net income increased significantly by 42.9% to $4.4 million for the three months ended March 31, 2025, driven by a 14.4% increase in net interest income and a 53.1% decrease in provision for credit losses, partially offset by higher noninterest expenses | Metric | Three months ended March 31, 2025 (in thousands) | Three months ended March 31, 2024 (in thousands) | Change ($) (in thousands) | Change (%) | | :----------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Net income | $4,400 | $3,100 | $1,300 | 42.9% | | Diluted EPS | $0.68 | $0.47 | $0.21 | 44.7% | | Net interest income | $12,900 | $11,300 | $1,600 | 14.4% | | Interest income | $29,200 | $29,100 | $100 | 0.4% | | Interest expense | $16,300 | $17,800 | $(1,500) | -8.5% | | Provision for credit losses | $582 | $1,237 | $(655) | -53.1% | | Noninterest income | $1,200 | $905 | $295 | 32.6% | | Noninterest expense | $8,000 | $7,200 | $800 | 11.1% | | Income tax expense | $1,100 | $695 | $405 | 58.3% | | Effective tax rate | 20.6% | 18.5% | 2.1% | 11.4% | - The decrease in interest expense was primarily due to a 42bps decrease in the average rate of interest-bearing deposits, partially offset by a 0.8% increase in average interest-bearing deposits213 - Net charge-offs for the quarter ended March 31, 2025, totaled $23 thousand, compared to net recoveries of $16 thousand for the same period in 2024214 - The increase in noninterest expense was mainly driven by a $675 thousand increase in salaries and employee benefits, related to higher expense accruals for staff incentives and deferred compensation217219 Average Balances, Interest Rates and Yields The net interest margin improved to 2.64% for Q1 2025, up from 2.36% in the prior year, primarily due to a decrease in the average cost of funds on interest-bearing liabilities | Metric | Q1 2025 Average Balance (in thousands) | Q1 2025 Average Yield/Rate | Q1 2024 Average Balance (in thousands) | Q1 2024 Average Yield/Rate | | :----------------------------------- | :---------------------- | :------------------------- | :---------------------- | :------------------------- | | Total interest-earning assets | $1,953,172 | 5.97% | $1,912,866 | 6.07% | | Total interest-bearing liabilities | $1,572,735 | 4.14% | $1,579,121 | 4.51% | | Net interest income/interest rate spread | | 1.83% | | 1.56% | | Net interest margin | | 2.64% | | 2.36% | | Change in Net Interest Income (Q1 2025 vs. Q1 2024) (in thousands) | Due to Rate | Due to Volume | Net Change | | :----------------------------------- | :---------- | :------------ | :--------- | | Interest-earning assets | $(482) | $596 | $114 | | Interest-bearing liabilities | $(1,944) | $433 | $(1,511) | | Net change in net interest income | $1,462 | $163 | $1,625 | Critical Accounting Policies No significant changes occurred in the Company's critical accounting policies and estimates during the three months ended March 31, 2025, as disclosed in its 2024 Annual Report on Form 10-K - No significant changes occurred in the Company's critical accounting policies and estimates during the three months ended March 31, 2025231 Liquidity and Capital Resources The Company maintains sufficient liquidity through deposits, loan amortizations, securities, and borrowing capacities, though CFBank's FHLB and FRB borrowing capacity decreased, while dividend payments are subject to regulatory and debt restrictions - Management believes both the Holding Company and CFBank have sufficient liquidity to meet daily operating needs and strategic planning234 | Liquid Assets and Borrowing Capacity | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------------- | :------------- | :---------------- | | Cash, unpledged securities and deposits | $243,679 | $237,863 | | Additional borrowing capacity at the FHLB | $162,387 | $186,303 | | Additional borrowing capacity at the FRB | $125,302 | $127,424 | | Unused commercial bank lines of credit | $65,000 | $65,000 | | Total | $596,368 | $616,590 | - CFBank's additional borrowing capacity with the FHLB decreased by $23.9 million (12.8%) due to a decline in pledged collateral, primarily single-family residential loans238 - The Holding Company's ability to pay common stock dividends is contingent on its cash and liquidity, receipt of dividends from CFBank, and adherence to regulatory and debt agreement terms, including current interest payments on subordinated debentures250252 Item 3. Quantitative and Qualitative Disclosures About Market Risk Management believes there has been no material change in the Company's market risk as of March 31, 2025, compared to the 2024 Annual Report on Form 10-K - No material change in the Company's market risk from the information contained in the 2024 Annual Report on Form 10-K254 Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes in internal control over financial reporting during Q1 2025 - Disclosure controls and procedures were effective as of and for the quarter ended March 31, 2025256 - No material changes in internal control over financial reporting occurred in the first quarter of 2025257 PART II. Other Information Item 1. Legal Proceedings The Company is involved in ordinary course legal proceedings, but management does not anticipate any material adverse effect on financial condition or results of operations - The Company is subject to claims and lawsuits arising in the ordinary course of business260 - Management does not anticipate any material adverse effect on financial condition or results of operations from the disposition or ultimate resolution of these legal proceedings261 Item 1A. Risk Factors No material changes occurred to the Company's risk factors as presented in its 2024 Annual Report on Form 10-K - No material changes to the risk factors presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2024262 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During Q1 2025, the Company purchased 4,581 common shares at an average price of $24.58 per share, surrendered for tax payments upon restricted stock vesting | Period | Total number of common shares purchased | Average price paid per common share | | :----------------------------------- | :------------------------------------ | :---------------------------------- | | January 1, 2025 through January 31, 2025 | 1,525 | $23.98 | | February 1, 2025 through February 28, 2025 | 2,765 | $24.99 | | March 1, 2025 through March 31, 2025 | 291 | $23.85 | | Total | 4,581 | $24.58 | - The purchased shares represent common stock surrendered to the Company for the payment of taxes upon the vesting of restricted stock263 Item 3. Defaults Upon Senior Securities This item is not applicable to the Company for the reporting period - Not applicable264 Item 4. Mine Safety Disclosures This item is not applicable to the Company for the reporting period - Not applicable265 Item 5. Other Information Timothy T. O'Dell, CEO, President, and Director, adopted a Rule 10b5-1(c) trading plan on March 17, 2025, for the sale of up to 75,000 common shares - Timothy T. O'Dell, CEO, President, and Director, adopted a Rule 10b5-1(c) trading plan on March 17, 2025268 - The trading plan provides for the sale of up to 75,000 shares of common stock and will terminate on March 17, 2026, or when all shares are sold268269 Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including amendments to the Certificate of Incorporation, Bylaws, and various certifications - The report includes exhibits such as the Certificate of Incorporation, its amendments, Bylaws, and various certifications (Rule 13a-14(a) and Section 1350 Certifications)271 Signatures The report is signed by Timothy T. O'Dell, President and CEO, and Kevin J. Beerman, EVP and CFO, on May 12, 2025 - The report is signed by Timothy T. O'Dell, President and Chief Executive Officer, and Kevin J. Beerman, Executive Vice President and Chief Financial Officer, on May 12, 2025275