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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

[X]     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2004.

[  ]     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 0-24948

PVF Capital Corp.


(Exact name of registrant as specified in its charter)
     
          Ohio
  34-1659805

 
(State or other jurisdiction of
  (I.R.S. Employer
incorporation or organization)
  Identification No.)
     
30000 Aurora Road, Solon, Ohio   44139

 
(Address of principal executive offices)   (Zip Code)

(440) 248-7171


(Registrant’s telephone number, including area code)

Not Applicable


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

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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES [X]                     NO [  ]          

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     
Common Stock, $0.01 Par Value   7,037,363

 
(Class)   (Outstanding at November 5, 2004)

 


PVF CAPITAL CORP.

INDEX

                 
            Page
Part I   Financial Information        
  Item 1   Financial Statements        
      Consolidated Statements of Financial Condition, September 30, 2004 (unaudited) and June 30, 2004.     1  
      Consolidated Statements of Operations for the three months ended September 30, 2004 and 2003 (unaudited).     2  
      Consolidated Statements of Cash Flows for the three months ended September 30, 2004 and 2003 (unaudited).     3  
      Notes to Consolidated Financial Statements (unaudited).     4  
  Item 2   Management’s Discussion and Analysis of Financial Condition and Results of Operations     6  
      Liquidity and Capital Resources     11  
  Item 3   Quantitative and Qualitative Disclosures About Market Risk     12  
  Item 4   Controls and Procedures     12  
Part II   Other Information     13  
 EX-23.1 Amended Consent of Crowe, Chizek and Co. LLC
 EX-31.1 Rule 13a-14(a) Certification of Chief Executive Officer
 EX-31.2 Rule 13a-14(a) Certification of Chief Financial Officer
 EX-32 Section 1350 Certification

 


Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

PVF CAPITAL CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 
    September 30,    
    2004   June 30,
    unaudited
  2004
ASSETS
               
Cash and cash equivalents:
               
Cash and amounts due from depository institutions
  $ 12,076,868     $ 4,550,446  
Interest bearing deposits
    1,010,420       894,327  
Federal funds sold
    5,025,000       12,025,000  
 
   
 
     
 
 
Total cash and cash equivalents
    18,112,288       17,469,773  
Securities held to maturity
    27,500,000       27,500,000  
Mortgage-backed securities held to maturity
    35,195,634       36,779,289  
Loans receivable held for sale, net
    8,679,191       11,870,775  
Loans receivable, net of allowance of $4,512,704 and $4,376,704
    632,308,391       610,680,821  
Office properties and equipment, net
    14,305,335       13,888,392  
Real estate owned, net
    794,613       70,000  
Federal Home Loan Bank stock
    10,941,200       10,825,600  
Prepaid expenses and other assets
    26,272,541       26,602,759  
 
   
 
     
 
 
Total Assets
  $ 774,109,193     $ 755,687,409  
 
   
 
     
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Liabilities
               
Deposits
  $ 512,419,285     $ 526,492,714  
Short-term advances from the FHLBank
    45,000,000       15,000,000  
Long-term advances from the FHLBank
    120,034,395       120,039,831  
Notes payable
    1,965,175       2,486,250  
Subordinated debentures
    10,000,000       10,000,000  
Advances from borrowers for taxes and insurance
    4,610,643       2,376,872  
Accrued expenses and other liabilities
    16,152,942       15,930,799  
 
   
 
     
 
 
Total Liabilities
    710,182,440       692,326,466  
Stockholders’ Equity
               
Serial preferred stock, none issued
           
Common stock, $0.01 par value, 15,000,000 shares authorized; 7,422,235 and 7,420,045 shares issued, respectively
    74,222       74,200  
Additional paid-in-capital
    58,397,051       58,378,089  
Retained earnings
    8,778,848       8,035,847  
Treasury Stock, at cost 390,880 and 377,870 shares, respectively
    (3,323,368 )     (3,127,193 )
 
   
 
     
 
 
Total Stockholders’ Equity
    63,926,753       63,360,943  
 
   
 
     
 
 
Total Liabilities and Stockholders’ Equity
  $ 774,109,193     $ 755,687,409  
 
   
 
     
 
 

See accompanying notes to consolidated financial statements

Page 1


Table of Contents

PART 1 FINANCIAL STATEMENTS
ITEM 1 FINANCIAL STATEMENTS

PVF CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATION
(Unaudited)
                 
    Three Months Ended
    September 30,
    2004   2003
Interest income
               
Loans
  $ 9,296,982     $ 9,463,528  
Mortgage-backed securities
    419,760       443,442  
Cash and securities
    317,688       151,391  
 
   
 
     
 
 
Total interest income
    10,034,430       10,058,361  
 
   
 
     
 
 
Interest expense
               
Deposits
    2,885,550       2,930,179  
Borrowings
    1,538,537       1,380,711  
 
   
 
     
 
 
Total interest expense
    4,424,087       4,310,890  
 
   
 
     
 
 
Net interest income
    5,610,343       5,747,471  
Provision for loan losses
    136,000       100,000  
 
   
 
     
 
 
Net interest income after provision for loan losses
    5,474,343       5,647,471  
 
   
 
     
 
 
Noninterest income
               
Service and other fees
    197,214       146,646  
Mortgage banking activities, net
    318,790       2,673,247  
Other, net
    169,221       491,463  
 
   
 
     
 
 
Total noninterest income
    685,225       3,311,356  
 
   
 
     
 
 
Noninterest expense
               
Compensation and benefits
    2,441,032       2,506,396  
Office properties and equipment
    865,980       797,724  
Other
    1,017,028       1,233,925  
 
   
 
     
 
 
Total noninterest expense
    4,324,040       4,538,045  
 
   
 
     
 
 
Income before federal income tax provision
    1,835,528       4,420,782  
Federal income tax provision
    567,900       1,488,700  
 
   
 
     
 
 
Net income
  $ 1,267,628     $ 2,932,082  
 
   
 
     
 
 
Basic earnings per share
  $ 0.18     $ 0.42  
 
   
 
     
 
 
Diluted earnings per share
  $ 0.18     $ 0.41  
 
   
 
     
 
 
Dividends declared per common share
  $ 0.074     $ 0.067  
 
   
 
     
 
 

See accompanying notes to consolidated financial statements

Page 2


Table of Contents

PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS

PVF CAPITAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                 
    Three Months Ended
    September 30,
    2004   2003
Operating Activities
               
Net Income
  $ 1,267,628     $ 2,932,082  
Adjustments to reconcile net income to net cash from operating activities
               
Depreciation
    452,972       378,393  
Provision for loan losses
    136,000       100,000  
Accretion of unearned discount and deferred loan origination fees, net
    (254,433 )     (311,349 )
Gain on sale of loans, net
    (297,301 )     (3,116,285 )
Gain on sale of real estate owned, net
    0       (438,928 )
Federal Home Loan Bank stock dividends
    (115,600 )     (104,729 )
Change in accrued interest on investments, loans, and borrowings, net
    (182,025 )     (82,674 )
Origination of loans receivable held for sale, net
    (29,360,388 )     (138,941,988 )
Sale of loans receivable held for sale, net
    32,495,530       157,201,320  
Net change in other assets and other liabilities, net
    3,274,602       (13,682,643 )
 
   
 
     
 
 
Net cash from operating activities
    7,416,985       3,933,199  
 
   
 
     
 
 
Investing Activities
               
Loan repayments and originations, net
    (22,233,750 )     8,589,177  
Repayment of mortgage-backed securities
    1,583,655       1,113,239  
Purchase of mortgage-backed securities held for investment
    0       (39,853,303 )
Disposals of real estate owned
    0       888,928  
Securities maturities
    5,000,000       33,252  
Securities purchased
    (5,000,000 )     0  
Additions to office properties and equipment, net
    (869,915 )     (903,468 )
 
   
 
     
 
 
Net cash from investing activities
    (21,520,010 )     (30,132,175 )
 
   
 
     
 
 
Financing activities
               
Net increase (decrease) in demand deposits, NOW, and passbook savings
    (4,071,015 )     1,956,879  
Net decrease in time deposits
    (10,002,414 )     (49,239,424 )
Repayment of long-term Federal Home Loan Bank advances
    (5,436 )     (10,377 )
Net increase in Federal Home Loan Bank advances
    30,000,000       0  
Net decrease in notes payable
    (521,075 )     (519,455 )
Proceeds from exercise of stock options
    18,984       4,488  
Purchase of treasury stock
    (196,175 )     0  
Cash dividend paid
    (477,329 )     (431,656 )
 
   
 
     
 
 
Net cash from financing activities
    14,745,540       (48,239,545 )
 
   
 
     
 
 
Net decrease in cash and cash equivalents
    642,515       (74,438,521 )
Cash and cash equivalents at beginning of period
    17,469,773       96,751,243  
 
   
 
     
 
 
Cash and cash equivalents at end of period
  $ 18,112,288     $ 22,312,722  
 
   
 
     
 
 
Supplemental disclosures of cash flow information:
               
Cash payments of interest expense
  $ 4,410,175     $ 4,309,947  
Cash payments of income taxes
  $ 0     $ 3,070,000  
Supplemental schedule of noncash investing activities:
               
Transfer to real estate owned
  $ 724,613     $ 0  

See accompanying notes to consolidated financial statements

Page 3


Table of Contents

Part I Financial Information
Item 1

PVF CAPITAL CORP.

Notes to Consolidated Financial Statements

September 30, 2004 and 2003
(Unaudited)

1.   The accompanying consolidated interim financial statements were prepared in accordance with regulations of the Securities and Exchange Commission for Form 10-Q. All information in the consolidated interim financial statements is unaudited except for the June 30, 2004 consolidated statement of financial condition which was derived from the Corporation’s audited financial statements. Certain information required for a complete presentation in accordance with accounting principles generally accepted in the United States of America has been condensed or omitted. However, in the opinion of management, these interim financial statements contain all adjustments, consisting only of normal recurring accruals, necessary to fairly present the interim financial information. The results of operations for the three months ended September 30, 2004 are not necessarily indicative of the results to be expected for the entire year ending June 30, 2005. PVF Capital Corp.’s common stock is traded on the NASDAQ SMALL-CAP ISSUES under the symbol PVFC.
 
    Stock Compensation: Employee compensation expense under stock is reported using the intrinsic valuation method. No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at the date of grant. The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock Based Compensation.”

                 
    Three Months Ended
    September 30,
    2004
  2003
Net Income as reported
  $ 1,267,628     $ 2,932,082  
Less: Pro forma compensation expense, net of tax
  $ 25,034     $ 26,130  
 
   
 
     
 
 
Pro forma net income
  $ 1,242,594     $ 2,905,952  
 
   
 
     
 
 
Basic earnings per share
  $ 0.18     $ 0.42  
Pro forma basic earnings per share
  $ 0.18     $ 0.41  
Diluted earnings per share
  $ 0.18     $ 0.41  
Pro forma diluted earnings per share
  $ 0.17     $ 0.40  

Page 4


Table of Contents

Part I Financial Information
Item 1

2.   The following table discloses earnings per share for the three months ended September 30, 2004 and September 30, 2003.

                                                 
    Three months ended September 30,
    2004
  2003
    Income   Shares   Per-Share   Income   Shares   Per-Share
    (Numerator)
  (Denominator)
  Amount
  (Numerator)
  (Denominator)
  Amount
Basic EPS
                                               
Income available to common stockholders
  $ 1,267,628       7,036,443     $ 0.18     $ 2,932,082       7,011,598     $ 0.42  
Effect of Stock Options
            177,469     $ 0.00               166,877     $ 0.01  
Diluted EPS
                                               
Income available to common stockholders
  $ 1,267,628       7,213,912     $ 0.18     $ 2,932,082       7,178,475     $ 0.41  

3.   Mortgage Banking Activities: The Company services real estate loans for investors that are not included in the accompanying condensed consolidated financial statements. Mortgage servicing rights are established based on the allocated fair value of servicing rights retained on loans originated by the Bank and subsequently sold in the secondary market. Mortgage servicing rights are included in the consolidated statements of financial condition under the caption “Prepaid expenses and other assets.”

                 
    2004
  2003
Servicing rights:
               
Beginning balance
  $ 5,358,845     $ 4,655,182  
Originated
    353,743       2,144,654  
Amortized
    (437,349 )     (1,520,923 )
 
   
 
     
 
 
End of period
  $ 5,275,239     $ 5,278,913  
 
   
 
     
 
 
Valuation allowance:
               
Beginning balance
  $     $ 670,000  
Reductions credited to expense
          670,000  
 
   
 
     
 
 
End of period
  $     $  
 
   
 
     
 
 

Mortgage banking activities, net consists of the following:

                 
    Three Months Ended
    September 30,
    2004
  2003
Mortgage loan servicing fees
  $ 458,838     $ 407,616  
Amortization and impairment of mortgage loan servicing fees
    (437,349 )     (850,654 )
Gain on sales of loans
    297,301       3,116,285  
 
   
 
     
 
 
Mortgage banking activities, net
  $ 318,790     $ 2,673,247  
 
   
 
     
 
 

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Table of Contents

Part I Financial Information

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis discusses changes in financial condition and results of operations at and for the three-month period ended September 30, 2004 for PVF Capital Corp. (“PVF” or the “Company”), Park View Federal Savings Bank (the “Bank”), its principal and wholly-owned subsidiary, PVF Service Corporation, a wholly-owned real estate subsidiary, Mid Pines Land Co., a wholly-owned real estate subsidiary, and three other wholly-owned subsidiaries which are currently inactive.

FORWARD-LOOKING STATEMENTS

When used in this Form 10-Q, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company’s market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company’s market area and competition that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

The Company does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

FINANCIAL CONDITION

Consolidated assets of PVF were $774.1 million as of September 30, 2004, an increase of approximately $18.4 million, or 2.4%, as compared to June 30, 2004. The Bank remained in regulatory capital compliance for tier one core capital, tier one risk-based capital, and total risk-based capital with capital levels of 8.89%, 10.48% and 11.12%, respectively, at September 30, 2004.

During the three months ended September 30, 2004, the Company’s cash and cash equivalents, which consist of cash, interest-bearing deposits and federal funds sold, increased $0.6 million, or 3.7%, as compared to June 30, 2004. The change in the Company’s cash and cash equivalents consisted of an increase in cash and interest-bearing deposits of $7.6 million and a decrease in federal funds sold of $7.0 million.

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Table of Contents

Part I Financial Information
Item 2

FINANCIAL CONDITION continued

The net $16.8 million, or 2.6%, increase in loans receivable, loans receivable held for sale, and mortgage-backed securities during the three months ended September 30, 2004, resulted from an increase in loans receivable of $21.6 million, and decreases in loans receivable held for sale and mortgage-backed securities of $3.2 million and $1.6 million, respectively. The increase of $21.6 million in loans receivable included increases of $8.3 million in construction loans, $5.7 million in land loans, $5.5 million in consumer loans, $3.8 million in single-family loans, $2.1 million in home equity line of credit loans and $0.1 million in multi-family loans. These increases were partially offset by decreases of $2.6 million in commercial real estate loans and $1.3 million in commercial equity line of credit loans. The decrease in loans receivable held for sale is the result of a decline in mortgage refinancing activity. The decrease in mortgage-backed securities resulted from payments received of $1.6 million. The loan activity for the quarter ended September 30, 2004 resulted in no material change to the overall composition of the portfolio.

As a result of management’s decision not to match market certificate of deposit rates, deposits decreased by $14.1 million, or 2.7%. This decrease in deposits was offset by an increase of $30.0 million, or 22.2%, in short-term advances from the Federal Home Loan Bank “FHLB.” The decrease in notes payable of $0.5 million, or 21.0%, is the result of payments made on notes payable.

The increase in real estate owned of $0.7 million is the result of three properties being added to the Bank’s real estate owned properties. The increase of $0.4 million in office properties and equipment is attributable to capital improvements to the investment in new computer equipment and software. The increase in advances from borrowers for taxes and insurance of $2.2 million is due to timing differences between the collection and payment of escrow funds.

The increase in advances of $30.0 million from the FHLB, the sale and repayment of loans receivable held for sale and mortgage-backed securities of $4.8 million, the increase in advances from borrowers for taxes and insurance of $2.2 million, and earnings of $1.3 million were used to fund the increase of $21.6 million in loans receivable, fund the decrease of $14.1 million in deposits, repay $0.5 million in notes payable, pay a cash dividend of $0.5 million, and fund the increase of $0.4 million in office properties and equipment.

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Table of Contents

Part I Financial Information
Item 2

RESULTS OF OPERATIONS  Three months ended September 30, 2004 compared to the three months ended September 30, 2003.

PVF’s net income is dependent primarily on its net interest income, which is the difference between interest earned on its loans and investments and interest paid on interest-bearing liabilities. Net interest income is determined by (i) the difference between yields earned on interest-earning assets and rates paid on interest-bearing liabilities (“interest-rate spread”) and (ii) the relative amounts of interest-earning assets and interest-bearing liabilities. The Company’s interest-rate spread is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows. Net interest income also includes amortization of loan origination fees, net of origination costs.

PVF’s net income is also affected by the generation of non-interest income, which primarily consists of loan servicing income, service fees on deposit accounts, and gains on the sale of loans held for sale. In addition, net income is affected by the level of operating expenses and loan loss provisions.

The Company’s net income for the three months ended September 30, 2004 was $1,267,600. This represents a $1,664,500, or 56.8%, decrease when compared with the prior year comparable period. This decrease is primarily the result of a decline in refinancing activity that resulted in a decrease in income from mortgage banking activities in the current period, in addition to a gain on the sale of real estate owned in the prior period.

Net interest income for the three months ended September 30, 2004 decreased by $137,100, or 2.4%, as compared to the prior year comparable period, due to a decrease of $23,900, or 0.2%, in total interest income and an increase in total interest expense of $113,200, or 2.6%, from the prior year comparable period. The decrease in total interest income of $23,900 in the current period resulted from a decrease in the return on interest-earning assets of 22 basis points offset by an increase of $25.0 million in the average balances of interest-earning assets from the prior year comparable period. The increase in total interest expense of $113,200 in the current period resulted from a decrease of 14 basis points in the average cost of funds on interest-bearing liabilities offset by an increase in the average balances of interest-bearing liabilities of $50.8 million from the prior year comparable period. The Company’s net interest income decreased primarily because of an 8 basis point decrease in the Company’s interest-rate spread during the current period partially offset by balance sheet growth in both interest-earning assets and interest-bearing liabilities as compared to the prior year comparable period.

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Table of Contents

Part I Financial Information
Item 2

RESULTS OF OPERATIONS continued

For the three months ended September 30, 2004, a provision for loan losses of $136,000 was recorded, while a provision for loan losses of $100,000 was recorded in the prior year comparable period. The Company uses a systematic approach to determine the adequacy of its loan loss allowance and the necessary provision for loan losses. The loan portfolio is reviewed and delinquent loan accounts are analyzed individually on a monthly basis, with respect to payment history, ability to repay, probability of repayment, and loan-to-value percentage. Consideration is given to the types of loans in the portfolio and the overall risk inherent in the portfolio. After reviewing current economic conditions, changes to the size and composition of the loan portfolio, changes in delinquency status, levels of non-accruing loans, non-performing assets, impaired loans, and actual loan losses incurred by the Company, management establishes an appropriate reserve percentage applicable to each category of loans, and a provision for loan losses is recorded when necessary to bring the allowance to a level consistent with this analysis. Management believes it uses the best information available to make a determination as to the adequacy of the allowance for loan losses.

During the three months ended September 30, 2004, the Company experienced decreases in the level of non-accruing loans and classified assets of $1.3 million and $1.0 million, respectively. Despite decreases to non-accruing loans and classified assets, management determined it was necessary to record a provision for loan losses of $136,000 in the current period due to an increase in the total loan portfolio of $21.6 million and an increase in the recognition of specific loan losses in the current period. During the three months ended September 30, 2003, the Company experienced decreases in the level of non-accruing loans and classified assets of $0.4 million and $0.7 million, respectively. Despite a decrease in the loan portfolio of $17.1 million and decreases to non-accruing loans and classified assets, management determined it was necessary to record a provision for loan losses of $100,000 in the prior period due to an increase in the recognition of specific loan losses in the prior period. At June 30, 2004, the allowance for loan losses was $4.4 million, which represented 41.2% of non-performing loans and 0.71% of net loans. At September 30, 2004, the allowance for loan losses was $4.5 million, which represented 48.2% of non-performing loans and 0.71% of net loans.

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Table of Contents

Part I Financial Information
Item 2

RESULTS OF OPERATIONS continued

                 
    At September 30,   June 30,
    2004
  2004
    (Dollars in thousands)
Non-accruing loans (1):
               
Real estate
  $ 9,369     $ 10,633  
 
   
 
     
 
 
Accruing loans which are contractually past due 90 days or more:
               
Real estate
  $ 1,079     $ 503  
 
   
 
     
 
 
Total non-accrual and 90 days past due loans
  $ 10,448     $ 11,136  
 
   
 
     
 
 
Ratio of non-performing loans to total loans
    1.63 %     1.80 %
 
   
 
     
 
 
Other non-performing assets (2)
  $ 795     $ 70  
 
   
 
     
 
 
Total non-performing assets
  $ 11,243     $ 11,206  
 
   
 
     
 
 
Total non-performing assets to total assets
    1.45 %     1.48 %
 
   
 
     
 
 


(1)   Non-accrual status denotes loans on which, in the opinion of management, the collection of additional interest is unlikely, or loans that meet the non-accrual criteria established by regulatory authorities. Non-accrual loans include all loans classified as doubtful or loss, loans in foreclosure, and all loans greater than 90-days past due with a loan-to-value ratio greater than 65%. Payments received on a non-accrual loan are either applied to the outstanding principal balance or recorded as interest income, depending on an assessment of the collectibility of the principal balance of the loan.
 
(2)   Other non-performing assets represent property acquired by the Bank through foreclosure or repossession.

For the three months ended September 30, 2004, non-interest income decreased by $2,626,100, or 79.3%, from the prior year comparable period. The decrease was primarily the result of a decrease of $2,354,500, or 88.1%, in income from mortgage-banking activities that resulted from a decrease of $2,819,000 in profit on loan sales in the current period offset by an increase of $464,500 in loan servicing income. The reduction in profit on loan sales for the quarter is a result of a slowdown in refinancing activities during the current period. During these periods, PVF pursued a strategy of originating long-term, fixed-rate loans pursuant to Federal Home Loan Mortgage Corporation (“FHLMC”) and Federal National Mortgage Association (“FNMA”) guidelines and selling such loans to the FHLMC or the FNMA, while retaining the servicing.

In addition, other income, net decreased by $322,200, or 65.6%, in the current period, primarily due to gains recognized on the sale of real estate owned in the prior period. Service and other fees increased by $50,600, or 34.5%, from the prior year comparable period, primarily due to increases in NOW account fee income in the current period.

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Part I Financial Information
Item 2

RESULTS OF OPERATIONS continued

Non-interest expense for the three months ended September 30, 2004 decreased by $214,000, or 4.7%, from the prior year comparable period. This was primarily the result of a decrease in other non-interest expense of $216,900, or 17.6%, due primarily to decreases in advertising expense, costs for outside services, charitable contributions, postage and special mail, and stationery, printing and supplies. The decrease of $65,400, or 2.6%, in compensation and benefits is attributable to a decrease in accrued incentive bonuses. Office properties and equipment expense increased by $68,300, or 8.6%, primarily due to the opening of an additional new branch office along with increases in office rental expense.

The federal income tax provision for the three-month periods ended September 30, 2004 and September 30, 2003 was at an effective rate of 30.9% and 33.7%, respectively. The effective tax rate was lower for the period ended September 30, 2004 due to tax-exempt income earned on bank-owned life insurance.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity measures its ability to generate adequate amounts of funds to meet cash needs. Adequate liquidity guarantees that sufficient funds are available to meet deposit withdrawals, fund loan commitments, purchase securities, maintain adequate reserve requirements, pay operating expenses, provide funds for debt service, pay dividends to stockholders and meet other general commitments in a cost-effective manner.

Our primary source of funds are deposits, principal and interest payments on loans, proceeds from the sale of loans, and advances from the Federal Home Loan Bank. While maturities and scheduled amortization on loans are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and local competition.

Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investment activities during any given period. Additional sources of funds include lines of credit available from the FHLB.

Management believes the Company maintains sufficient liquidity to meet its operational needs.

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Part I Financial Information

Item 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes to the Company’s interest rate risk position or any changes to how the Company manages its Asset/Liability position since June 30, 2004. This is attributable to the Company’s Asset/Liability Management policy of monitoring and matching the maturity and re-pricing characteristics of its interest-earning assets and interest-bearing liabilities, while remaining short-term with the weighted average maturity and re-pricing periods.

Part I Financial Information

Item 4

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, management of the Company carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. It should be noted that the design of the Company’s disclosure controls and procedures is based in part upon certain reasonable assumptions about the likelihood of future events, and there can be no reasonable assurance that any design of disclosure controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote, but the Company’s principal executive and financial officers have concluded that the Company’s disclosure controls and procedures are, in fact, effective at a reasonable assurance level.

There have been no changes in the Company’s internal control over financial reporting (to the extent that elements of internal control over financial reporting are subsumed within disclosure controls and procedures) identified in connection with the evaluation described in the above paragraph that occurred during the Company’s last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II Other Information

Item 1. Legal Proceedings. N/A

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

  (a)   N/A
 
  (b)   N/A
 
  (c)   N/A

The following table illustrates the repurchase of the Company’s common stock during the period ended September 30, 2004:

                                 
                    (c) Total    
                    Number of    
                    Shares    
                    Purchased as    
                    Part of   (d) Maximum Number
    (a) Total   (b)   Publicly   of Shares that May
    Number of   Average   Announced   Yet Be Purchased
    Shares   Price Paid   Plans or   Under the Plans or
Period
  Purchased
  per Share
  Programs
  Programs
July 1 through July 31, 2004
    2,750     $ 14.64       2,750       290,587  
 
   
 
     
 
     
 
     
 
 
August 1 through August 31, 2004
    10,260     $ 15.20       10,260       280,327  
 
   
 
     
 
     
 
     
 
 
September 1 through September 30,2004
                       
 
   
 
     
 
     
 
     
 
 
Total
    13,010     $ 15.08       13,010       280,327  
 
   
 
     
 
     
 
     
 
 

In August 2002 the Company announced a stock repurchase program to acquire up to 5% of the Company’s common stock. This plan was renewed for an additional year in August 2003 and 2004. The plan is renewable on an annual basis and will expire in August 2005, if not renewed.

Item 3. Defaults Upon Senior Securities. N/A

Item 4. Submission of Matters to a Vote of Security Holders. N/A

Item 5. Other Information. N/A

Item 6. Exhibits

     The following exhibits are filed herewith:

  23.1   Amended Consent of Crowe, Chizek and Company LLC
 
  31.1   Rule 13a-14(a) Certification of Chief Executive Officer
 
  31.2   Rule 13a-14(a) Certification of Chief Financial Officer
 
  32   Section 1350 Certification

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
  PVF Capital Corp.
 
 
 
(Registrant)
 
   
Date: November 8, 2004
  /s/ C. Keith Swaney
 
 
  C. Keith Swaney
  President, Chief Operating
  Officer and Treasurer
  (Only authorized officer and
  Principal Financial Officer)