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): July 16, 2021

CF BANKSHARES INC.

(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 Number)
7000 N. High Street, Worthington, Ohio	43085	(614) 334-7979
(Address of principal executive offices)	(Zip Code)	(Registrant’s Telephone Number)

(former name or former address, 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
Common Stock, $.01 par value	CFBK	The NASDAQ Capital Market

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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 16, 2021, CFBank, the wholly-owned banking subsidiary of CF Bankshares Inc. (the “Company”), completed the sale of its two branches located in Wellsville and Calcutta in Columbiana County, Ohio (the “Branches”) to Consumers National Bank (“Consumers”) in accordance with the Branch Purchase and Assumption Agreement entered into and announced by CFBank and Consumers on December 29, 2020 (the “Branch Sale”).

Upon the closing of the Branch Sale, CFBank sold and transferred to Consumers the land, buildings, fixtures, equipment and other associated assets of the Branches; $104.3 million in deposits attributable to the Branches; $15.0 million in aggregate principal amount of subordinated debt securities issued by unrelated financial institutions and held in CFBank’s portfolio; $2.5 million in aggregate principal amount of loans attributable to the Branches; and $10.7 million in aggregate principal amount of single family residential mortgage loans and home equity lines of credit from CFBank’s Northeast Ohio loan portfolio. In exchange, Consumers paid to CFBank the net book value of the land, building, fixtures, equipment and other associated assets of the Branches, a deposit premium in the amount of $1.9 million (equal to 1.75% of the average daily deposits of the Branches calculated over a 30 day period prior to the closing), and the par value of the subordinated debt securities and loans acquired by Consumers.

CFBank issued a press release announcing a closing of the Branch Sale on July 19, 2021. A copy of the July 19, 2021 press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(a) Not applicable

(b) Pro Forma Financial Information

The unaudited pro forma financial information as of March 31, 2021 and for the three month period ended March 31, 2021 and the year ended December 31, 2020 is attached hereto as Exhibit 99.2 and incorporated herein by reference.

(c) Not applicable

(d) Exhibits

99.1	Press Release issued by CFBank on July 19, 2021.
99.2	Unaudited Pro Forma Consolidated Balance Sheet of the Company as of March 31, 2021 and Unaudited Pro Forma Consolidated Statements of Income of the Company for the three months ended March 31, 2021 and for the year ended December 31, 2020.

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.

		CF Bankshares Inc.
Date: July 22, 2021	By:	/s/ Kevin J. Beerman
		Kevin J. Beerman
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE
FOR IMMEDIATE RELEASE:	July 19, 2021
For Further Information:	Timothy T. O’Dell, President & CEO
	Phone: 614.318.4660
	Email: timodell@cfbankmail.com

CFBANK COMPLETES SALE OF ITS COLUMBIANA COUNTY, OHIO BRANCHES.

Columbus, Ohio – July 19, 2021 – CFBank, the wholly-owned banking subsidiary of CF Bankshares Inc. (NASDAQ: CFBK) today announced that it has completed the sale of its two Columbiana County, Ohio Branches to Consumers National Bank realizing a deposit premium of approximately $1.9 million. The sale involved the transfer of deposits totaling approximately $104 million and earning assets of approximately $28 million. The sale of the branches will allow CFBank to invest in the growth and expansion in its Metro markets, better fitting the CFBank Commercial Banking driven business model. In addition, CFBank expects this sale to positively impact its operations through increased efficiencies. Additional details can be found in CFBank’s December 29, 2020 press release, which can be accessed at: https://investor.cfbankonline.com/news-events/default.aspx

About CF Bankshares Inc. and CFBank

CF Bankshares Inc. is a financial holding company that owns 100% of the stock of CFBank, National Association (CFBank). CFBank is a boutique Commercial bank headquartered in Columbus, Ohio. CFBank has focused on bettering the Ohio economy and serving the financial needs of closely held businesses since 1892. Over a century has passed, and yet, our focus remains the same: guide fellow Ohioans to financial stability and success with agility, ease, and care. CFBank grew from a Federal Savings Association to a National Bank in December of 2016. As CFBank has expanded, we have maintained our penchant for individualized service and direct customer access to decision makers. CFBank now has a presence in four major metro markets – Columbus, Cleveland, and Cincinnati, Ohio and Indianapolis, Indiana. In every location, CFBank provides commercial loans and leases, commercial and residential real estate loans and treasury management depository services, corporate treasury management, residential lending, and full-service retail banking services and products. CFBank is also glad to offer its clients the convenience of online internet banking, mobile banking, and remote deposit.

Additional information about the CF Bankshares Inc. and CFBank is available at www.CFBankOnline.com

FORWARD LOOKING STATEMENTS

This press release 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. or CFBank; (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, impacts from the ongoing COVID-19 pandemic on local, national and global economic conditions in general and on our industry and business in particular, including adverse impacts on our customer’s operations, financial condition and ability to repay loans, changes in interest rates or disruptions in the mortgage market, and the effects of various governmental responses to the pandemic, including stimulus packages and programs; uncertainty regarding the impact of changes in the U.S. presidential administration and Congress on the regulatory landscape, capital markets and responses to the COVID-19 pandemic; and those additional 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, 2020.

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 press release speak only as of the date hereof. We undertake no obligation to publicly release revisions to any forward-looking statements to reflect events or circumstances after the date of such statements, except to the extent required by law.

EX-99.2

Exhibit 99.2

CF Bankshares Inc.

Pro Forma Consolidated Balance Sheet

At March 31, 2021

($ in thousands)

(unaudited)

	As Reported		Pro Forma Adjustments			Pro Forma
ASSETS
Cash and cash equivalents	$	125,814	$	(76,473	)(a)	$	49,341
Interest-bearing deposits in other financial institutions		100		—			100
Securities available for sale		9,738		—			9,738
Equity securities		5,000		—			5,000
Loans held for sale, at fair value		430,453		—			430,453
Loans and leases, net of allowance of $17,086		966,802		(30,826	)(b)		935,976
FHLB and FRB stock		6,164		—			6,164
Premises and equipment, net		3,769		(361	)(c)		3,408
Operating lease right-of-use assets		1,537		—			1,537
Bank owned life insurance		25,302		—			25,302
Accrued interest receivable and other assets		29,958		(207	)(d)		29,751
Total assets	$	1,604,637	$	(107,867	)	$	1,496,770
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest bearing	$	216,935	$	(11,497	)(e)	$	205,438
Interest bearing		1,103,445		(96,377	)(e)		1,007,068
Total deposits		1,320,380		(107,874	)		1,212,506
FHLB advances and other debt		137,894		—			137,894
Advances by borrowers for taxes and insurance		921		19	(f)		940
Operating lease liabilities		1,672		—			1,672
Accrued interest payable and other liabilities		12,265		(12	)(g)		12,253
Subordinated debentures		14,854		—			14,854
Total liabilities		1,487,986		(107,867	)		1,380,119
Stockholders’ equity		116,651		—			116,651
Total liabilities and stockholders’ equity	$	1,604,637	$	(107,867	)	$	1,496,770

CF Bankshares Inc.

Pro Forma Consolidated Income Statement

Three Months Ended March 31, 2021

($ in thousands except per share data)

(unaudited)

	As Reported		Pro Forma Adjustments			Pro Forma
Interest and dividend income
Loans and leases, including fees	$	12,641	$	(296	)(h)	$	12,345
Securities		133		—			133
FHLB and FRB stock dividends		55		—			55
Federal funds sold and other		28		—			28
		12,857		(296	)		12,561
Interest expense
Deposits		2,497		(200	)(h)		2,297
FHLB advances and other debt		519		—			519
Subordinated debentures		224		—			224
		3,240		(200	)		3,040
Net interest income		9,617		(96	)		9,521
Provision for loan and lease losses		—					—
Net interest income after provision for loan and lease losses		9,617		(96	)		9,521
Noninterest income
Service charges on deposit accounts		193		(32	)(h)		161
Net gains on sales of loans		6,360		—			6,360
Swap fee income		182		—			182
Gain on redemption of life insurance policies		380		—			380
Earnings on bank owned life insurance		90		—			90
Other		25		(1	)(h)		24
		7,230		(33	)		7,197
Noninterest expense
Salaries and employee benefits		4,609		(78	)(h)		4,531
Occupancy and equipment		322		(37	)(h)		285
Data processing		536		(8	)(h)		528
Franchise and other taxes		239		—			239
Professional fees		1,215		(2	)(h)		1,213
Director fees		152		—			152
Postage, printing and supplies		39		(7	)(h)		32
Advertising and marketing		1,244		—			1,244
Telephone		59		(9	)(h)		50
Loan expenses		57		(6	)(h)		51
Depreciation		97		(14	)(h)		83
FDIC premiums		239		—			239
Regulatory assessment		65		—			65
Other insurance		28		—			28
Other		68		(2	)(h)		66
		8,969		(163	)		8,806
Income before incomes taxes		7,878		34			7,912
Income tax expense		1,457		7	(h)		1,464
Net income		6,421		27			6,448
Earnings allocated to participating securities (Series C preferred stock)		—		—			—
Net income attributable to common stockholders	$	6,421	$	27		$	6,448
Earnings per common share:
Basic	$	0.98	$	0.01		$	0.99
Diluted	$	0.96	$	0.01		$	0.97

CF Bankshares Inc.

Pro Forma Consolidated Income Statement

Year Ended December 31, 2020

($ in thousands except per share data)

(unaudited)

	As Reported			Pro Forma Adjustments			Pro Forma
Interest and dividend income
Loans and leases, including fees	$	41,851		$	(931	)(h)	$	40,920
Securities		161			—			161
FHLB and FRB stock dividends		199			—			199
Federal funds sold and other		175			—			175
		42,386			(931	)		41,455
Interest expense
Deposits		11,911			(1,246	)(h)		10,665
FHLB advances and other debt		1,729			—			1,729
Subordinated debentures		938			—			938
		14,578			(1,246	)		13,332
Net interest income		27,808			315			28,123
Provision for loan and lease losses		10,915			—			10,915
Net interest income after provision for loan and lease losses		16,893			315			17,208
Noninterest income
Service charges on deposit accounts		633			(105	)(h)		528
Net gains on sales of loans		58,366			—			58,366
Earnings on bank owned life insurance		145			—			145
Swap fee Income		651			—			651
Other		198			(5	)(h)		193
		59,993			(110	)		59,883
Noninterest expense
Salaries and employee benefits		21,987			(269	)(h)		21,718
Occupancy and equipment		1,077			(119	)(h)		958
Data processing		1,812			(26	)(h)		1,786
Franchise and other taxes		740			—			740
Professional fees		5,070			(2	)(h)		5,068
Director fees		648			—			648
Postage, printing and supplies		172			(42	)(h)		130
Advertising and marketing		5,624			(4	)(h)		5,620
Telephone		219			(56	)(h)		163
Loan expenses		304			(21	)(h)		283
Depreciation		381			(55	)(h)		326
FDIC premiums		588			—			588
Regulatory assessment		181			—			181
Other insurance		106			—			106
Other		1,694			(274	)(h)		1,420
		40,603			(868	)		39,735
Income before incomes taxes		36,283			1,073			37,356
Income tax expense		6,675			225	(h)		6,900
Net income		29,608			848			30,456
Earnings allocated to participating securities (Series C preferred stock)		(2,280	)		(65	)		(2,345	)
Net income attributable to common stockholders	$	27,328		$	783		$	28,111
Earnings per common share:
Basic	$	4.53		$	0.13		$	4.66
Diluted	$	4.47		$	0.13		$	4.60

CF Bankshares Inc.

Notes to Unaudited Pro Forma Consolidated Financial Statements

Note 1 – Basis of Presentation

The accompanying unaudited pro forma consolidated financial statements which include CF Bankshares Inc. (the “Company”) and its wholly-owned subsidiary, CFBank, National Association (“CFBank”), were derived from the Company’s historical consolidated financial statements. The unaudited pro forma balance sheet as of March 31, 2021 and the unaudited pro forma income statements for the three month period ended March 31, 2021 and the year ended December 31, 2020 have been adjusted to reflect the completion of the sale of CFBank’s two Columbiana County, Ohio branches (the “Branches”) to Consumers National Bank (“Consumers”). This transaction closed on July 16, 2021 and is anticipated to result in a pre-tax deposit premium of approximately $1.9 million. The estimated gain is not included in the pro forma consolidated financial statements. During the three months ended June 30, 2021, CFBank purchased $15.2 million in additional subordinated debt securities to replace the securities that were sold to Consumers as part of this transaction. The additional purchases and any related income from those additional securities are not reflected in the pro forma consolidated financial statements.

Pursuant to the terms of the Branch Purchase and Assumption Agreement dated as of December 29, 2020 (the “P&A Agreement”) between CFBank and Consumers, upon the closing of the Branch Sale on July 16, 2021, CFBank sold and transferred to Consumers the land, buildings, fixtures, equipment and other associated assets of the Branches; $104.3 million in deposits attributable to the Branches; $15.0 million in aggregate principal amount of subordinated debt securities issued by unrelated financial institutions and held in CFBank’s portfolio; $2.5 million in aggregate principal amount of loans attributable to the Branches; and $10.7 million in aggregate principal amount of single family residential mortgage loans and home equity lines of credit from CFBank’s Northeast Ohio loan portfolio. In exchange, Consumers paid to CFBank the net book value of the land, building, fixtures, equipment and other associated assets of the Branches, a deposit premium in the amount of approximately $1.9 million (equal to 1.75% of the average daily deposits of the Branches calculated over a 30 day period prior to the closing), and the par value of the subordinated debt securities and loans acquired by Consumers.

The unaudited pro forma consolidated financial statements are furnished for informational purposes only and do not purport to reflect the Company’s financial position and results of operations had the dispositions occurred on the dates as indicated above. Further, these financial statements are not necessarily indicative of the Company’s future financial position or future results of operations and should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2020.

Note 2 – Pro Forma Adjustments

The proforma adjustments are based on preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma consolidated financial information:

(a) Represents the net cash that would have been transferred to Consumers if the sale would have closed on March 31, 2021.

(b) Represents the March 31, 2021 aggregate principal balance of: (i) loans attributable to the Branches; (ii) single family residential mortgage loans and home equity lines of credit from CFBank’s Northeast Ohio loan portfolio selected to be transferred to Consumers as part of the P&A Agreement; and (iii) $15 million in aggregate principal amount of subordinated debt securities issued by unrelated financial institutions and held in CFBank’s portfolio.

(c) Represents the March 31, 2021 net book value of the land, building, fixtures, equipment and other associated assets of the Branches.

(d) Represents the accrued interest receivable at March 31, 2021 on the loans to be sold and transferred to Consumers.

(e) Represents the March 31, 2021 balances of deposits attributable to the Branches.

(f) Represents the March 31, 2021 balances of escrow deposits on loans to be sold and transferred to Consumers.

(g) Represents the accrued interest payable at March 31, 2021 on the deposits attributable to the Branches.

(h) Represents the income and expenses associated with the deposits and loans attributable to the branches, single family residential mortgage loans and home equity lines of credit from CFBank’s Northeast Ohio loan portfolio selected to be transferred to Consumers as part of the P&A Agreement, and $15 million in aggregate principal amount of subordinated debt securities issued by unrelated financial institutions and held in CFBank’s portfolio.