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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

     
þ   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2005.
     
o   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 þ                    NO o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES þ                    NO o

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
    7,027,280  
     
(Class)
  (Outstanding at April 30, 2005)



 


PVF CAPITAL CORP.

INDEX

             
        Page  
 
  Financial Information        
 
  Financial Statements        
 
 
  Consolidated Statements of Financial Condition, March 31, 2005 (unaudited) and June 30, 2004.     1  
 
 
  Consolidated Statements of Operations for the three and nine months ended March 31, 2005 and 2004 (unaudited).     2  
 
 
  Consolidated Statements of Cash Flows for the nine months ended March 31, 2005 and 2004 (unaudited).     3  
 
 
  Notes to Consolidated Financial Statements (unaudited).     4  
 
  Management's Discussion and Analysis of Financial Condition and Results of Operations     7  
 
 
  Liquidity and Capital Resources     13  
 
  Quantitative and Qualitative Disclosures about Market Risk     13  
 
  Controls and Procedures     14  
 
  Other Information     14  
 Exhibit 31.1 Rule 13A-14(A) Certification of CEO
 Exhibit 31.2 Rule 13A-14(A) Certification of CFO
 Exhibit 32

 


Table of Contents

Part I Financial Information
Item 1 FINANCIAL STATEMENTS

PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                 
    March 31,     June 30,  
ASSETS   2005     2004  
    unaudited        
 
Cash and cash equivalents:
               
Cash and amounts due from depository institutions
  $ 4,106,988     $ 4,550,446  
Interest bearing deposits
    1,684,369       894,327  
Federal funds sold
    3,035,000       12,025,000  
 
           
 
Total cash and cash equivalents
    8,826,357       17,469,773  
Securities held to maturity
    57,500,000       27,500,000  
Mortgage-backed securities held to maturity
    33,198,066       36,779,289  
Loans receivable held for sale, net
    11,534,642       11,870,775  
Loans receivable, net of allowance of $4,451,204 and $4,376,704
    647,066,781       610,680,821  
Office properties and equipment, net
    13,844,785       13,888,392  
Real estate owned, net
    1,322,239       70,000  
Federal Home Loan Bank stock
    11,180,600       10,825,600  
Prepaid expenses and other assets
    27,393,934       26,602,759  
 
 
           
Total Assets
  $ 811,867,404     $ 755,687,409  
 
           
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
Liabilities
               
Deposits
  $ 542,330,645     $ 526,492,714  
Short-term advances from the Federal Home Loan Bank
  $ 53,000,000     $ 15,000,000  
Long-term advances from the Federal Home Loan Bank
    120,015,905       120,039,831  
Notes payable
    1,423,025       2,486,250  
Subordinated debentures
    10,000,000       10,000,000  
Advances from borrowers for taxes and insurance
    4,773,308       2,376,872  
Accrued expenses and other liabilities
    14,867,400       15,930,799  
 
 
           
Total Liabilities
    746,410,283       692,326,466  
 
Stockholders’ Equity
               
Serial preferred stock, none issued
           
Common stock, $0.01 par value, 15,000,000 shares authorized; 7,430,193 and 7,420,045 shares issued, respectively
    74,302       74,200  
Additional paid-in-capital
    58,406,980       58,378,089  
Retained earnings
    10,477,403       8,035,847  
Treasury Stock, at cost, 403,980 and 377,870 shares, respectively
    (3,501,564 )     (3,127,193 )
 
 
           
Total Stockholders’ Equity
    65,457,121       63,360,943  
 
 
           
Total Liabilities and Stockholders’ Equity
  $ 811,867,404     $ 755,687,409  
 
           

See accompanying notes to consolidated financial statements

Page 1


Table of Contents

Part I Financial Information
Item 1 FINANCIAL STATEMENTS

PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                                 
    Three Months Ended     Nine Months Ended  
    March 31,     March 31,  
    2005     2004     2005     2004  
Interest income
                               
Loans
  $ 9,908,600     $ 8,971,243     $ 28,874,143     $ 27,655,512  
Mortgage-backed securities
    393,274       477,430       1,221,484       1,410,528  
Cash and securities
    638,764       127,664       1,398,250       398,404  
 
 
                       
Total interest income
    10,940,638       9,576,337       31,493,877       29,464,444  
 
                       
 
Interest expense
                               
Deposits
    3,365,977       2,756,733       9,337,067       8,406,921  
Borrowings
    1,737,134       1,339,912       4,926,786       4,078,317  
 
 
                       
Total interest expense
    5,103,111       4,096,645       14,263,853       12,485,238  
 
                       
 
Net interest income
    5,837,527       5,479,692       17,230,024       16,979,206  
 
Provision for loan losses
    75,000       140,300       211,000       432,300  
 
 
                       
Net interest income after provision for loan losses
    5,762,527       5,339,392       17,019,024       16,546,906  
 
                       
 
Noninterest income, net
                               
Service and other fees
    216,527       132,458       584,511       436,668  
Mortgage banking activities, net
    210,688       638,512       873,983       3,916,466  
Other, net
    512,125       65,963       1,025,293       662,932  
 
 
                       
Total noninterest income, net
    939,340       836,933       2,483,787       5,016,066  
 
                       
 
Noninterest expense
                               
Compensation and benefits
    2,797,166       2,393,752       7,854,766       7,246,651  
Office occupancy and equipment
    850,192       845,902       2,585,674       2,450,307  
Other
    1,139,124       1,185,288       3,247,434       3,627,711  
 
 
                       
Total noninterest expense
    4,786,482       4,424,942       13,687,874       13,324,669  
 
                       
 
Income before federal income tax provision
    1,915,385       1,751,383       5,814,937       8,238,303  
 
Federal income tax provision
    602,526       565,649       1,812,426       2,770,749  
 
 
                       
Net income
  $ 1,312,859     $ 1,185,734     $ 4,002,511     $ 5,467,554  
 
                       
 
Basic earnings per share
  $ 0.19     $ 0.17     $ 0.57     $ 0.78  
 
                       
 
Diluted earnings per share
  $ 0.18     $ 0.16     $ 0.56     $ 0.76  
 
                       
 
Dividends declared per common share
  $ 0.074     $ 0.067     $ 0.222     $ 0.269  
 
                       

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)

                 
    Nine Months Ended  
    March 31,  
    2005     2004  
Operating Activities
               
Net income
  $ 4,002,511     $ 5,467,554  
Adjustments to reconcile net income to net cash provided by (used in) operating activities
               
Depreciation
    1,370,459       1,219,509  
Provision for losses on loans
    211,000       432,300  
Accretion of deferred loan origination fees, net
    (657,556 )     (844,866 )
Gain on sale of loans receivable held for sale, net
    (891,474 )     (4,362,111 )
Mortgage banking provision
    182,000       0  
Gain on disposal of real estate owned, net
    (165,575 )     (488,839 )
Federal Home Loan Bank stock dividends
    (355,000 )     (316,059 )
Change in accrued interest on investments, loans, and borrowings, net
    (303,990 )     (23,194 )
Origination of loans receivable held for sale, net
    (93,271,903 )     (220,892,440 )
Sale of loans receivable held for sale, net
    93,332,237       246,458,057  
Net change in other assets and other liabilities
    1,784,825       (13,595,176 )
 
           
Net cash from operating activities
    5,237,534       13,054,735  
 
           
Investing Activities
               
Loan repayments and originations, net
    (38,255,915 )     (17,851,940 )
Repayment of mortgage-backed securities
    4,633,633       3,501,125  
Purchase of mortgage-backed securities held to maturity
    (1,052,410 )     (39,853,303 )
Proceeds from sale of real estate owned
    1,229,847       937,704  
Purchases of securities held to maturity
    (35,000,000 )     (10,001,930 )
Maturities of securities held to maturity
    5,000,000       33,252  
Additions to office properties and equipment, net
    (1,326,852 )     (3,246,272 )
Acquisition of bank-owned life insurance
    0       (15,000,000 )
 
           
Net cash used in investing activities
    (64,771,697 )     (81,481,364 )
 
           
Financing activities
               
Net decrease in demand deposits, NOW, and passbook savings
    (1,328,961 )     (7,142,093 )
Net increase in time deposits
    17,166,892       17,432,874  
Repayment of long-term Federal Home Loan Bank advances
    (23,926 )     (78,034 )
Net increase in short-term Federal Home Loan Bank advances
    38,000,000       0  
Net decrease in notes payable
    (1,063,225 )     (3,308,365 )
Purchase of treasury stock
    (374,371 )     0  
Proceeds from exercise of stock options
    28,993       51,543  
Cash dividend paid
    (1,514,655 )     (1,368,468 )
 
           
Net cash from financing activities
    50,890,747       5,587,457  
 
           
Net increase (decrease) in cash and cash equivalents
    (8,643,416 )     (62,839,172 )
Cash and cash equivalents at beginning of period
    17,469,773       96,751,243  
 
           
Cash and cash equivalents at end of period
  $ 8,826,357     $ 33,912,071  
 
           
Supplemental disclosures of cash flow information:
               
Cash payments of interest expense
  $ 14,166,657     $ 12,489,008  
Cash payments of income taxes
  $ 1,455,000     $ 2,385,000  
Transfer to real estate owned
  $ 2,316,511     $ 270,000  

See accompanying notes to consolidated financial statements

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Table of Contents

Part I Financial Information
Item 1

PVF CAPITAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005 and 2004
(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 and nine months ended March 31, 2005 are not necessarily indicative of the results to be expected for the entire year ending June 30, 2005. The results of operations for PVF Capital Corp. (“PVF” or the “Company”) for the periods being reported have been derived primarily from the results of operation of Park View Federal Savings Bank (the “Bank”). 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 options 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     Nine Months Ended  
    March 31,     March 31,  
    2005     2004     2005     2004  
 
Net Income as reported
  $ 1,312,859     $ 1,185,734     $ 4,002,511     $ 5,467,554  
 
Less: Pro forma compensation expense, net of tax
  $ 36,210     $ 25,034     $ 100,407     $ 74,547  
 
                       
 
Pro forma net income
  $ 1,276,649     $ 1,160,700     $ 3,902,104     $ 5,393,007  
 
                       
 
Basic earnings per share
  $ 0.19     $ 0.17     $ 0.57     $ 0.78  
 
Pro forma basic earnings per share
  $ 0.18     $ 0.17     $ 0.56     $ 0.77  
 
Diluted earnings per share
  $ 0.18     $ 0.16     $ 0.56     $ 0.76  
 
Pro forma diluted earnings per share
  $ 0.18     $ 0.16     $ 0.54     $ 0.75  

Page 4

 


Table of Contents

Part I Financial Information
Item 1

The pro forma effects are computed using option pricing models, using the following weighted-average assumptions as of grant date for options awarded in fiscal year 2005 and 2004.

                 
    Nine months  
    ended  
    March 31,  
    2005     2004  
                 
Risk-free interest rate
    3.75 %     3.76 %
                 
Expected option life
  7 years   7 years
                 
Expected stock price volatility
    29.29 %     29.78 %
                 
Dividend yield
    2.21 %     1.99 %
                 
Weighted average fair value
  $ 3.93     $ 4.06  

2. The following table discloses Earnings Per Share for the three and nine months ended March 31, 2005 and March 31, 2004.

                                                 
    Three months ended March 31,  
    2005     2004  
    Income     Shares     Per Share     Income     Shares     Per Share  
    (Numerator)     (Denominator)     Amount     (Numerator)     (Denominator)     Amount  
 
Basic EPS Net Income
  $ 1,312,859       7,029,088     $ 0.19     $ 1,185,734       7,025,025     $ 0.17  
 
Effect of Stock Options
            149,118       0.01               178,008       0.01  
 
Diluted EPS Net Income
  $ 1,312,859       7,178,206     $ 0.18     $ 1,185,734       7,203,033     $ 0.16  
                                                 
    Nine months ended March 31,  
    2005     2004  
    Income     Shares     Per Share     Income     Shares     Per Share  
    (Numerator)     (Denominator)     Amount     (Numerator)     (Denominator)     Amount  
 
Basic EPS Net Income
  $ 4,002,511       7,033,325     $ 0.57     $ 5,467,554       7,018,396     $ 0.78  
 
Effect of Stock Options
            161,889       0.01               173,140       0.02  
 
Diluted EPS Net Income
  $ 4,002,511       7,195,214     $ 0.56     $ 5,467,554       7,191,536     $ 0.76  

There were 81,760 and 7,000 options not considered in the diluted Earnings Per Share calculation for the three- and nine-month periods ended March 31, 2005 and 7,700 in options not considered in the diluted earnings calculation for the three- and nine-month period ending March 31, 2004, respectively, because they were anti-dilutive.

Page 5

 


Table of Contents

Part I Financial Information
Item 1

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.”

                 
    2005     2004  
Servicing rights:
               
Beginning of period
  $ 5,358,845     $ 4,655,182  
Additions
    985,273       3,063,299  
Amortized to expense
    (1,256,840 )     (2,420,329 )
 
           
End of period
  $ 5,087,278     $ 5,298,152  
 
           
Valuation allowance:
               
Beginning of period
  $ 0     $ 670,000  
Reductions credited to expense
    0       (670,000 )
 
           
End of period
  $ 0     $ 0  
 
           

Mortgage banking activities, net consist of the following:

                                 
    Three Months Ended     Nine Months Ended  
    March 31,     March 31,  
    2005     2004     2005     2004  
 
Mortgage loan servicing fees
  $ 488,379     $ 449,807     $ 1,421,349     $ 1,304,684  
 
Amortization and impairment of mortgage loan servicing fees
  $ (387,095 )   $ (457,117 )   $ (1,256,840 )   $ (1,750,329 )
 
Gain on sales of loans
  $ 109,404     $ 645,822     $ 709,474     $ 4,362,111  
 
                       
 
Mortgage banking activities, net
  $ 210,688     $ 638,512     $ 873,983     $ 3,916,466  
 
                       

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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 and nine-month periods ended March 31, 2005 for PVF Capital Corp. (“PVF” or the “Company”), Park View Federal Savings Bank (the “Bank”), its principal and wholly-owned subsidiary, PVF Service Corporation (“PVFSC”), a wholly-owned real estate subsidiary, Mid Pines Land Co., a wholly-owned real estate subsidiary, and PVF Holdings, Inc., PVF Community Development, and PVF Mortgage Corporation, three wholly-owned and currently inactive subsidiaries.

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 $811.9 million as of March 31, 2005, an increase of approximately $56.2 million, or 7.4%, 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 8.86%, 10.50% and 11.10%, respectively at March 31, 2005.

During the nine months ended March 31, 2005, the Company’s cash and cash equivalents, which consist of cash, interest-bearing deposits and federal funds sold, decreased $8.6 million, or 49.5%, as compared to June 30, 2004. The change in the Company’s cash and cash equivalents consisted of decreases in interest-bearing deposits and federal funds sold of $8.2 million and a decrease in cash of $0.4 million.

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Table of Contents

Part I Financial Information
Item 2

FINANCIAL CONDITION continued

The net $32.5 million, or 4.9%, increase in loans receivable, loans receivable held for sale and mortgage-backed securities during the nine months ended March 31, 2005, resulted from an increase in loans receivable of $36.4 million and decreases of $3.6 million and $0.3 million in mortgage-backed securities and loans receivable held for sale, respectively. The increase of $36.4 million in loans receivable included increases of $14.6 million in single-family mortgage loans, $15.3 million in construction loans, $12.3 million in home equity line of credit loans, $8.9 million in land loans and $1.7 million in non-real estate loans. These increases were offset by decreases of $7.3 million in commercial line of credit loans, $6.2 million in commercial real estate loans and $2.9 million in multi-family loans. The decrease of $3.6 million in mortgage-backed securities resulted from the purchase of $1.0 million in mortgage-backed securities less payments received of $4.6 million.

Securities increased by $30.0 million as a result of the purchase of $35.0 million in Federal Home Loan Bank agency securities and the maturity of $5.0 million in agency securities. The increase in real estate owned of $1.3 million resulted from the Company’s acquisition of one single-family and one commercial real estate property during the period.

Management’s decision to attract new certificates of deposit by offering competitive market rates resulted in an increase of $15.8 million, or 3.0%, in deposits. Advances increased by $38.0 million, or 28.1%, as a result of short-term borrowings from the Federal Home Loan Bank of Cincinnati. The decrease in notes payable of $1.1 million, or 42.8%, is the result of principal payments made on notes payable. The increase in advances from borrowers for taxes and insurance of $2.4 million is attributable to timing differences between the collection and payment of taxes and insurance. The decrease in accrued expenses and other liabilities of $1.1 million, or 6.7%, is primarily the result of timing differences between the collection and remittance of payments received on loans serviced for investors.

The decrease in cash and cash equivalents of $8.6 million, proceeds from the increase in deposits of $15.8 million, the increase in advances of $38.0 million, the increase in advances from borrowers for tax and insurance of $2.4 million, the maturity of $5.0 million in securities, and earnings of $4.0 million were used to fund the net increase of $32.5 million in loans receivable, loans receivable held for sale, and mortgage-backed securities, purchase $35.0 million in securities, purchase FHLB stock of $0.4 million, repay $1.1 million in notes payable, pay cash dividends of $1.5 million, purchase treasury stock of $0.4 million, and fund the decrease in accrued expenses and other liabilities of $1.1 million, and the increases in real estate owned of $1.3 million and prepaid expenses and other assets of $0.8 million.

     
RESULTS OF OPERATIONS
  Three months ended March 31, 2005,
  compared to three months ended
  March 31, 2004.

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

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Part I Financial Information
Item 2

RESULTS OF OPERATIONS continued

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 March 31, 2005 was $1,312,900 as compared to $1,185,800 for the prior year comparable period. This represents an increase of $127,100, or 10.7%, when compared with the prior year comparable period.

Net interest income for the three months ended March 31, 2005 increased by $357,800, or 6.5%, as compared to the prior year comparable period. This resulted from an increase of $1,364,300, or 14.2%, in interest income offset by an increase of $1,006,500, or 24.6%, in interest expense. The increase in interest income resulted primarily from an increase of $87.7 million in the average balance of interest-earning assets in the current period. The increase in the average balance of interest-earning assets along with an increase of 9 basis points in the return on interest-earning assets resulted in an overall increase to interest income of $1,364,300 in the current period. The average balance on interest-bearing liabilities increased by $88.2 million, while the average cost of funds on interest-bearing liabilities increased by 22 basis points in the current period. This resulted in an overall increase in interest expense of $1,006,500. The Company’s net interest income increased by $357,800 due to an increase in the average balances of both interest-earning assets and interest-bearing liabilities offset partially by a decrease of 13 basis points in the Company’s interest-rate spread during the current period as compared to the prior year comparable period.

For the three months ended March 31, 2005, a provision for loan losses of $75,000 was recorded, while a provision for loan losses of $140,300 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, and actual loan losses incurred by the Company, management establishes an appropriate

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Part I Financial Information
Item 2

RESULTS OF OPERARTIONS continued

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 March 31, 2005, the Company experienced an increase in loans held for investment of $5.8 million, increases in the level of non-accruing loans and classified assets of $0.5 million and $1.1 million, respectively, and had $15,000 in loans charged off. Due to the increase in loans held for investment and increases in non-accruing loans and classified assets, along with loans charged off during the period, management determined it was necessary to record a provision for loan losses of $75,000 in the current period. During the three months ended March 31, 2004, the Company experienced an increase in loans held for investment of $1.4 million, increases in the level of non-accruing loans and classified assets of $1.5 million each, and had $108,000 in loans charged off. Due to an increase in loans held for investment and increases in non-accruing loans and classified assets, along with loans charged off during the period, management determined it was necessary to record a provision for loan losses of $140,300 in the prior period. At June 30, 2004, the allowance for loan losses was $4.4 million, which represented 41.2% of non-accruing loans and 0.71% of net loans. At March 31, 2005, the allowance for loan losses was $4.5 million, which represented 39.4% of non-performing loans and 0.68% of net loans.

                 
    March 31,     June 30,  
    2005     2004  
    (Dollars in thousands)  
Non-accruing loans (1):
               
Real estate
  $ 11,289     $ 10,633  
 
           
Accruing loans which are contractually past due 90 days or more:
               
Real estate
  $ 0     $ 503  
 
           
Total non-accrual and 90 days past due loans
  $ 11,289     $ 11,136  
 
           
Ratio of non-performing loans to total loans and mortgage-backed securities
    1.63 %     1.80 %
 
           
Other non-performing assets (2)
  $ 1,322     $ 70  
 
           
Total non-performing assets
  $ 12,611     $ 11,206  
 
           
Total non-performing assets to total assets
    1.55 %     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. 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.

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Part I Financial Information
Item 2

RESULTS OF OPERATIONS continued

For the three months ended March 31, 2005, non-interest income increased by $102,400, or 12.2%, from the prior year comparable period. This resulted primarily from an increase to other, net of $446,200 primarily due to profit on real estate activity and income recognized on the investment in BOLI in the current period. In addition, service and other fees increased by $84,100, or 63.5%, in the current period, primarily due to increases in savings account fee income and loan prepayment penalties.

These increases were offset by a decrease of $427,800, or 67.0%, in mortgage-banking activities that resulted from a decrease of $354,400 in profit on loan sales in addition to a mortgage banking provision of $182,000. These amounts were partially offset by an increase of $108,600 in loan servicing income in the current period. The increase in loan servicing income is attributable to an increase in the volume of loans serviced for others along with a slowdown in the amortization of mortgage loan servicing rights that resulted from increasing market interest rates and decreased prepayment speed on loans serviced for others. 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. The origination of these types of loans has slowed in current periods.

Non-interest expense for the three months ended March 31, 2005 increased by $361,500, or 8.2%, from the prior year comparable period. This was primarily the result of an increase in compensation and benefits of $403,400, or 16.9%, as the result of increased staffing, incentive bonuses paid, and salary and wage adjustments. The decrease of $46,200, or 3.9%, in other non-interest expense was attributable to decreases in telephone line costs, outside services and stationery, printing and supplies in the current period.

The federal income tax provision for the three-month period ended March 31, 2005 decreased to an effective rate of 31.5% for the current period from an effective rate of 32.3% for the prior year comparable period. The effective tax rate was lower for the period ended March 31, 2005 due to tax-exempt income earned on BOLI.

     
RESULTS OF OPERATIONS
  Nine months ended March 31, 2005,
compared to nine months ended
March 31, 2004.

The Company’s net income for the nine months ended March 31, 2005 was $4,002,500 as compared to $5,467,600 for the prior year comparable period. This represents a decrease of $1,465,100, or 26.8%, when compared with the prior year comparable period.

Net interest income for the nine months ended March 31, 2005 increased by $250,800, or 1.5%, as compared to the prior year comparable period. This resulted from an increase of $2,029,400, or 6.9%, in interest income offset by an increase of $1,778,600, or 14.2%, in interest expense. The increase in interest income resulted primarily from an increase of $65.1 million in the average balance of interest-earning assets in the current period. This increase in average balance was partially offset by a decrease of 7 basis

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Item 2

RESULTS OF OPERATIONS continued

points in the return on interest-earning assets and resulted in an overall increase to interest income of $2,029,400 in the current period. The average balance on interest-bearing liabilities increased by $75.6 million, while the average cost of funds on interest-bearing liabilities increased by 2 basis points in the current period. This resulted in an overall increase in interest expense of $1,778,600. The Company’s net interest income increased by $250,800 due to an increase in the average balances of both interest-earning assets and interest-bearing liabilities offset partially by a decrease of 9 basis points in the Company’s interest-rate spread during the current period as compared to the prior year comparable period.

For the nine months ended March 31, 2005, a provision for loan losses of $211,000 was recorded, while a provision for loan losses of $432,300 was recorded in the prior year comparable period.

During the nine months ended March 31, 2005, the Company experienced an increase in loans held for investment of $36.4 million, an increase in the level of non-accruing loans of $0.7 million, a decrease in classified assets of $0.4 million, and had $137,000 in loans charged off. Due to increases in loans held for investment, non-accruing loans and loans charged off during the period, management determined it was necessary to record a provision for loan losses of $211,000 in the current period. During the nine months ended March 31, 2004, the Company experienced an increase in loans held for investment of $18.5 million, an increase in the level of non-accruing loans of $2.9 million, an increase in classified assets of $1.3 million, and had $132,000 in loans charged off. Due to increases in loans held for investment, non-accruing loans and classified assets, along with loans charged off during the period, management determined it was necessary to record a provision for loan losses of $432,300 in the prior period.

For the nine months ended March 31, 2005, non-interest income decreased by $2,532,300, or 50.5%, from the prior year comparable period. This resulted primarily from a decrease of $3,042,500, or 77.7%, in mortgage-banking activities that resulted from a decrease of $3,470,600 in profit on loan sales in addition to a mortgage banking provision of $182,000. These amounts were partially offset by an increase of $610,100 in loan servicing income in the current period. The increase in loan servicing income is attributable to an increase in the volume of loans serviced for others along with a slowdown in the amortization of mortgage loan servicing rights that resulted from increasing market interest rates and decreased prepayment speed on loans serviced for others.

In addition, other non-interest income, net, increased by $362,400 in the current period primarily due to profit on real estate activity and income recognized on the investment in BOLI in the current period. Service and other fees increased by $147,800, or 33.9%, primarily due to increases in savings account fee income and loan prepayment penalties.

Non-interest expense for the nine months ended March 31, 2005 increased by $363,200, or 2.7%, from the prior year comparable period. This was primarily the result of an increase in compensation and benefits of $608,100, or 8.4%, as the result of increased staffing, incentive bonuses paid, and salary and wage adjustments. Office occupancy and equipment increased $135,400, or 5.5%, due to the operation of one additional branch office along with

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Item 2

RESULTS OF OPERATIONS continued

increases in office rental expenses. The decrease of $380,300, or 10.5%, in other non-interest expense was attributable to decreases in telephone line costs, outside services, advertising and stationery, printing and supplies in the current period.

The federal income tax provision for the nine-month period ended March 31, 2005 decreased to an effective rate of 31.2% for the current period from an effective rate of 33.6% for the prior year comparable period. The effective tax rate was lower for the period ended March 31, 2005 due to tax-exempt income earned on BOLI.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity measures its ability to generate adequate amounts of funds to meet its 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 of Cincinnati (“FHLB”). While maturities and scheduled amortization of 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 investing 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 current operational needs.

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.

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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.

Part II Other Information

    Item 1. Legal Proceedings. N/A
 
    Item 2. Unregistered sale of Equity Securities and Use of Proceeds.
  (a)   N/A
  (b)   N/A
  (c)   The following table illustrates the repurchase of the Company’s common stock during the period ended March 31, 2005:

                                         
 
                        (c) Total Number of       (d) Maximum Number    
                        Shares Purchased as       of Shares that May    
                        Part of Publicly       Yet Be Purchased    
        (a) Total Number of       (b) Average Price     Announced Plans or       Under the Plans or    
  Period     Shares Purchased       Paid per Share     Programs       Programs    
 
January 1 through January 31, 2005
      3,500       $13.30       3,500         271,227    
 
February 1 through February 28, 2005
      4,000       $13.41       4,000         267,227    
 
March 1 through March 31,2005
      0       $0.00       0         267,227    
 
Total
      7,500       $13.36       7,500              
 

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Part II Other Information continued
Item 2

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. (a) Exhibits
   
  The following exhibits are filed herewith:
 
  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: May 6, 2005
  /s/ C. Keith Swaney
  C. Keith Swaney
  President, Chief Operating
  Officer and Treasurer
  (Only authorized officer and
  Principal Financial Officer)