8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2010

CENTRAL FEDERAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-25045	34-1877137
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2923 Smith Road, Fairlawn, Ohio	44333
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (330) 666-7979

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On May 14, 2010, the registrant issued a press release regarding its revised earnings for the quarter ended March 31, 2010. That press release is attached as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

On May 14, 2010, the registrant revised its previously announced earnings for the quarter ended March 31, 2010. The financial statements released on April 16, 2010 are being revised as attached in Exhibit 99.1, which revised financial statements are incorporated into this Item 7.01 by reference.

Item 9.01. Exhibits

99.1 Press release issued May 14, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Central Federal Corporation
Date: May 14, 2010	By:	/s/ Therese Ann Liutkus
		Therese Ann Liutkus, CPA
		Treasurer and Chief Financial Officer

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EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE:	May 14, 2010
For Further Information:	Mark S. Allio, Chairman, President and CEO
	Phone: 330.576.1334
	Fax: 330.666.7959

CENTRAL FEDERAL CORPORATION REVISES 1^st QUARTER 2010 EARNINGS

Fairlawn, Ohio — May 14, 2010 — Central Federal Corporation (Nasdaq: CFBK) announced a revision to its previously announced first quarter 2010 earnings. The revision resulted in the Company posting a net loss for the quarter instead of a net profit, as originally announced. The revision was due to a $300,000 increase in the provision for loan losses. The revised net loss totaled $95,000, or $.05 per diluted common share for the quarter ended March 31, 2010, compared to a net loss of $246,000, or $.08 per diluted common share for the quarter ended March 31, 2009.

The Company revised its first quarter 2010 provision for loan losses to $748,000 from the previously announced $448,000. The increase was primarily related to a $1.8 million loan relationship. Subsequent to the Company’s announcement of its first quarter earnings, additional information regarding that loan relationship came to the attention of management which caused it to conclude that the loan was impaired at March 31, 2010. As a result of the impairment, a specific reserve for loan losses was applied. The additional provision increased the allowance for loan losses to $7.4 million, or 3.20% of total loans at March 31, 2010.

CFBank remains well-capitalized for regulatory purposes with a core capital ratio of 8.40% and total risk-based capital ratio of 12.20% as of March 31, 2010.

Revised financial statements are available as part of the Company’s Form 8-K filing on May 14, 2010 with the Securities and Exchange Commission, which can be accessed at http://www.sec.gov/edgar/searchedgar/companysearch.html or on the Company’s website at www.CFBankOnline.com.

About Central Federal Corporation and CFBank

Central Federal Corporation is the holding company for CFBank, a federally chartered savings association formed in Ohio in 1892. CFBank has four full-service banking offices in Fairlawn, Calcutta, Wellsville and Worthington, Ohio. Additional information about CFBank’s banking services and the Company is available at www.CFBankOnline.com.

Forward-Looking Information

Statements in this release that are not statements of historical fact are forward-looking statements. 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 Company, as defined below, or its management or Board of Directors; (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. Such differences could be caused by factors including, but not limited to: (i) changes in political, economic or other factors such as inflation rates, recessionary or expansive trends, and taxes; (ii) competitive pressures; (iii) fluctuations in interest rates; (iv) the level of defaults and prepayments on loans made by CFBank; (v) unanticipated litigation, claims or assessments; (vi) fluctuations in the cost of obtaining funds to make loans; and (vii) regulatory changes. Further information on these risk factors is included in the Company’s filings with the Securities and Exchange Commission. 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. The Company believes it has 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 release speak only as of the date they are made. 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.

Consolidated Statements of Operations
($ in thousands, except share data)
(unaudited)

	Three months ended
	March 31,
	2010			2009			% change
Total interest income	$	3,372		$	3,730			-10	%
Total interest expense		1,143			1,670			-32	%
Net interest income		2,229			2,060			8	%
Provision for loan losses		748			550			n/m
Net interest income after provision for loan losses		1,481			1,510			-2	%
Noninterest income
Service charges on deposit accounts		70			82			-15	%
Net gain on sales of loans		150			152			-1	%
Net gain on sale of securities		240			—			n/m
Other		50			52			-4	%
Noninterest income		510			286			78	%
Noninterest expense
Salaries and employee benefits		1,053			1,046			1	%
Occupancy and equipment		68			145			-53	%
Data processing		155			156			-1	%
Franchise taxes		93			86			8	%
Professional fees		206			337			-39	%
Director fees		26			34			-24	%
Postage, printing and supplies		59			59			0	%
Advertising and promotion		28			12			133	%
Telephone		24			24			0	%
Loan expenses		27			12			125	%
Depreciation		131			119			10	%
FDIC premiums		149			65			129	%
Amortization of intangibles		10			—			n/m
Other		77			85			-9	%
Noninterest expense		2,106			2,180			-3	%
Loss before income taxes		(115	)		(384	)		n/m
Income tax benefit		(20	)		(138	)		n/m
Net loss	$	(95	)	$	(246	)		n/m
Net loss available to common stockholders	$	(197	)	$	(347	)		n/m
Share Data
Basic loss per common share	$	(0.05	)	$	(0.08	)		-41	%
Diluted loss per common share	$	(0.05	)	$	(0.08	)		-41	%
Cash dividends per common share	$	—		$	—			n/m
Average common shares outstanding — basic		4,095,217			4,084,520
Average common shares outstanding — diluted		4,095,217			4,084,520

n/m — not meaningful

Consolidated Statements of Financial Condition
($ in thousands)
(unaudited)

	March 31,			December 31,			September 30,			June 30,			March 31,
	2010			2009			2009			2009			2009
Assets
Cash and cash equivalents	$	23,707		$	2,973		$	9,400		$	12,510		$	12,329
Securities available for sale		23,238			21,241			22,824			22,700			22,529
Loans held for sale		1,586			1,775			943			5,995			1,642
Loans
Single-family residential		29,586			30,519			30,386			28,703			27,756
Commercial, commercial real estate and multi-family		180,677			181,629			180,746			181,921			186,492
Consumer		20,598			26,047			27,425			25,079			25,482
Total loans		230,861			238,195			238,557			235,703			239,730
Less allowance for loan losses		(7,396	)		(7,090	)		(4,619	)		(3,996	)		(3,528	)
Loans, net		223,465			231,105			233,938			231,707			236,202
Federal Home Loan Bank stock		1,942			1,942			1,942			2,109			2,109
Loan servicing rights		82			88			91			97			105
Foreclosed assets, net		—			—			—			—			175
Premises and equipment, net		6,887			7,003			4,926			5,032			5,139
Other intangible assets		159			169			—			—			—
Bank owned life insurance		4,050			4,017			3,989			3,956			3,924
Deferred tax asset		—			—			—			2,064			1,657
Accrued interest receivable and other assets		3,488			3,429			2,373			2,232			3,481
Total assets	$	288,604		$	273,742		$	280,426		$	288,402		$	289,292
Liabilities and Stockholders’ Equity
Deposits
Noninterest bearing	$	20,171		$	17,098		$	16,458		$	14,960		$	15,108
Interest bearing		214,563			193,990			199,439			199,958			205,283
Total deposits		234,734			211,088			215,897			214,918			220,391
Short-term Federal Home Loan Bank advances		—			2,065			—			—			—
Long-term Federal Home Loan Bank advances		23,942			29,942			30,942			33,942			28,200
Advances by borrowers for taxes and insurance		75			161			111			72			93
Accrued interest payable and other liabilities		1,953			2,104			2,919			2,265			2,531
Subordinated debentures		5,155			5,155			5,155			5,155			5,155
Total liabilities		265,859			250,515			255,024			256,352			256,370
Stockholders’ equity		22,745			23,227			25,402			32,050			32,922
Total liabilities and stockholders’ equity	$	288,604		$	273,742		$	280,426		$	288,402		$	289,292

Consolidated Financial Highlights
($ in thousands except per share data)
(unaudited)

	At or for the three months ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2010			2009			2009			2009			2009
Earnings (loss)
Net interest income	$	2,229		$	2,234		$	2,132		$	2,073		$	2,060
Provision for loan losses	$	748		$	3,245		$	4,776		$	1,357		$	550
Noninterest income	$	510		$	477		$	313		$	301		$	286
Noninterest expense	$	2,106		$	1,841		$	2,059		$	2,182		$	2,180
Net loss	$	(95	)	$	(2,195	)	$	(6,688	)	$	(762	)	$	(246	)
Net loss available to common stockholders	$	(197	)	$	(2,297	)	$	(6,790	)	$	(864	)	$	(347	)
Basic loss per common share	$	(0.05	)	$	(0.56	)	$	(1.66	)	$	(0.21	)	$	(0.08	)
Diluted loss per common share	$	(0.05	)	$	(0.56	)	$	(1.66	)	$	(0.21	)	$	(0.08	)
Performance Ratios (annualized)
Return on average assets		(0.13	%)		(3.13	%)		(9.26	%)		(1.05	%)		(0.34	%)
Return on average equity		(1.62	%)		(35.45	%)		(89.50	%)		(9.42	%)		(2.98	%)
Average yield on interest-earning assets		5.12	%		5.31	%		5.20	%		5.33	%		5.53	%
Average rate paid on interest-bearing liabilities		1.91	%		2.20	%		2.36	%		2.62	%		2.82	%
Average interest rate spread		3.21	%		3.11	%		2.84	%		2.71	%		2.71	%
Net interest margin, fully taxable equivalent		3.39	%		3.37	%		3.12	%		3.03	%		3.05	%
Efficiency ratio		83.87	%		67.69	%		84.21	%		91.91	%		92.92	%
Noninterest expense to average assets		2.97	%		2.63	%		2.85	%		3.01	%		3.04	%
Capital
Equity to total assets at end of period		7.88	%		8.48	%		9.06	%		11.11	%		11.38	%
Tangible equity to tangible assets		7.83	%		8.43	%		9.06	%		11.11	%		11.38	%
Book value per common share	$	3.83		$	3.95		$	4.49		$	6.11		$	6.32
Tangible book value per common share	$	3.79		$	3.91		$	4.49		$	6.11		$	6.32
Period-end market value per common share	$	1.19		$	1.50		$	2.65		$	2.92		$	2.90
Dividends declared per common share	$	—		$	—		$	—		$	—		$	—
Period-end common shares outstanding		4,098,671			4,099,587			4,100,337			4,100,337			4,101,537
Average basic common shares outstanding		4,095,217			4,092,903			4,090,299			4,087,785			4,084,520
Average diluted common shares outstanding		4,095,217			4,092,903			4,090,299			4,087,785			4,084,520
Asset Quality
Nonperforming loans	$	14,066		$	13,234		$	12,265		$	7,288		$	4,996
Nonperforming loans to total loans		6.09	%		5.56	%		5.14	%		3.09	%		2.08	%
Nonperforming assets to total assets		4.87	%		4.83	%		4.37	%		2.53	%		1.79	%
Allowance for loan losses to total loans		3.20	%		2.98	%		1.94	%		1.70	%		1.47	%
Allowance for loan losses to nonperforming loans		52.58	%		53.57	%		37.66	%		54.83	%		70.62	%
Net charge-offs	$	430		$	789		$	4,102		$	889		$	141
Annualized net charge-offs to average loans		0.74	%		1.32	%		6.91	%		1.49	%		0.24	%
Average Balances
Loans	$	226,913		$	233,146		$	233,041		$	234,235		$	236,011
Assets	$	284,005		$	280,357		$	289,025		$	290,097		$	287,216
Stockholders’ equity	$	23,472		$	24,770		$	29,889		$	32,350		$	33,070