-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Emph6s3tc3Si+FqjkFcnE1a15xWR+fEnY8FORe9lATrR/3YZDNsW7ktGUCUwmDnt SE/LLmmrIHwUGTCoH0e75w== 0000950152-05-008895.txt : 20051108 0000950152-05-008895.hdr.sgml : 20051108 20051108104423 ACCESSION NUMBER: 0000950152-05-008895 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051108 DATE AS OF CHANGE: 20051108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVF CAPITAL CORP CENTRAL INDEX KEY: 0000928592 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341659805 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-24948 FILM NUMBER: 051185088 BUSINESS ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4402487171 MAIL ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 10-Q 1 l16671ae10vq.htm PVF CAPITAL CORP. 10-Q PVF Capital Corp. 10-Q
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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 September 30, 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 by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o      NO þ
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   7,715,561
(Class)   (Outstanding at November 4, 2005)
 
 

 


PVF CAPITAL CORP.
INDEX
             
        Page  
  Financial Information        
 
           
  Financial Statements        
 
           
 
  Consolidated Statements of Financial Condition, September 30, 2005 (unaudited) and June 30, 2005.     1  
 
           
 
  Consolidated Statements of Operations for the three months ended September 30, 2005 and 2004 (unaudited).     2  
 
           
 
  Consolidated Statements of Cash Flows for the three months ended September 30, 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     12  
 
           
  Quantitative and Qualitative Disclosures About Market Risk     12  
 
           
  Controls and Procedures     13  
 
           
  Other Information     14  
 Exhibit 31.1 302 Certification for CEO
 Exhibit 31.2 302 Certification for CFO
 Exhibit 32 906 Certification for CEO and CFO

 


Table of Contents

PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 
    September 30,        
    2005     June 30,  
    unaudited       2005  
ASSETS
               
Cash and cash equivalents:
               
Cash and amounts due from depository institutions
  $ 7,729,491     $ 4,034,353  
Interest bearing deposits
    1,223,039       2,180,723  
Federal funds sold
    10,605,000       4,875,000  
 
           
 
               
Total cash and cash equivalents
    19,557,530       11,090,076  
Securities held to maturity (fair values of $56,921,875 and $57,345,425, respectively)
    57,500,000       57,500,000  
Mortgage-backed securities held to maturity (fair values of $29,276,468 and $31,487,772, respectively)
    29,777,496       31,720,033  
Loans receivable held for sale, net
    12,725,749       9,059,647  
Loans receivable, net of allowance of $4,228,486 and $4,312,274
    677,634,825       660,494,144  
Office properties and equipment, net
    13,439,524       13,413,231  
Real estate owned, net
    1,319,251       1,319,251  
Federal Home Loan Bank stock
    11,455,400       11,316,400  
Prepaid expenses and other assets
    27,919,378       27,985,916  
 
               
 
           
Total Assets
  $ 851,329,153     $ 823,898,698  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
Liabilities
               
Deposits
  $ 599,813,693     $ 591,226,478  
Short-term advances from the Federal Home Loan Bank
    30,000,000       15,000,000  
Long-term advances from the Federal Home Loan Bank
    120,008,073       120,012,018  
Notes payable
    1,077,950       1,400,780  
Subordinated debentures
    10,000,000       10,000,000  
Advances from borrowers for taxes and insurance
    5,161,920       3,184,981  
Accrued expenses and other liabilities
    18,120,654       16,621,262  
 
               
 
           
Total Liabilities
    784,182,290       757,445,519  
 
               
Stockholders’ Equity
               
Serial preferred stock, none issued
           
Common stock, $0.01 par value, 15,000,000 shares authorized; 8,175,779 shares issued
    81,758       81,758  
Additional paid-in-capital
    68,323,034       68,288,834  
Retained earnings
    2,442,908       1,663,992  
Treasury Stock, at cost, 460,218 and 451,088 shares, respectively
    (3,700,837 )     (3,581,405 )
 
               
 
           
Total Stockholders’ Equity
    67,146,863       66,453,179  
 
               
 
           
Total Liabilities and Stockholders’ Equity
  $ 851,329,153     $ 823,898,698  
 
           
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  
    September 30,  
    2005     2004  
Interest and dividends income
               
Loans
  $ 11,487,566     $ 9,296,982  
Mortgage-backed securities
    359,011       419,760  
Federal Home Loan Bank stock dividends
    139,052       115,651  
Securities
    518,188       189,451  
Fed funds sold and interest-bearing deposits
    78,730       12,586  
 
               
 
           
Total interest income
    12,582,547       10,034,430  
 
           
 
               
Interest expense
               
Deposits
    4,384,078       2,885,550  
Short-term borrowings
    211,439       130,386  
Long-term borrowings
    1,298,334       1,298,882  
Subordinated debt
    153,876       109,269  
 
               
 
           
Total interest expense
    6,047,727       4,424,087  
 
           
 
               
Net interest income
    6,534,820       5,610,343  
 
               
Provision for loan losses
    37,300       136,000  
 
               
 
           
Net interest income after provision for loan losses
    6,497,520       5,474,343  
 
           
 
               
Noninterest income
               
Service and other fees
    255,531       197,214  
Mortgage banking activities, net
    321,154       318,790  
Increase in cash surrender value of bank-owned life insurance
    167,136       117,700  
Other, net
    35,356       51,521  
 
               
 
           
Total noninterest income
    779,177       685,225  
 
           
 
               
Noninterest expense
               
Compensation and benefits
    3,141,881       2,441,032  
Office properties and equipment
    1,036,225       865,980  
Other
    1,196,090       1,017,028  
 
               
 
           
Total noninterest expense
    5,374,196       4,324,040  
 
           
 
               
Income before federal income tax provision
    1,902,501       1,835,528  
 
               
Federal income tax provision
    550,900       567,900  
 
               
 
               
 
           
Net income
  $ 1,351,601     $ 1,267,628  
 
           
 
               
Basic earnings per share
  $ 0.18     $ 0.16  
 
           
 
               
Diluted earnings per share
  $ 0.17     $ 0.16  
 
           
 
               
Dividends declared per common share
  $ 0.074     $ 0.067  
 
           
See accompanying notes to consolidated financial statements
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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,  
    2005     2004  
Operating Activities
               
Net Income
  $ 1,351,601     $ 1,267,628  
Adjustments to reconcile net income to net cash from operating activities
               
Amortization of premium on mortgage-backed securities
    20,386       19,745  
Depreciation
    459,932       452,972  
Provision for loan losses
    37,300       136,000  
Accretion of unearned discount and deferred loan origination fees, net
    (358,375 )     (254,433 )
Gain on sale of loans, net
    (299,218 )     (297,301 )
Mortgage banking provision
    67,000       0  
Stock compensation
    34,200       0  
Federal Home Loan Bank stock dividends
    (139,000 )     (115,600 )
Change in accrued interest on investments, loans, and borrowings, net
    (145,944 )     (182,025 )
Origination of loans receivable held for sale, net
    (37,374,523 )     (29,360,388 )
Sale of loans receivable held for sale, net
    33,583,575       32,495,530  
Net change in other assets and other liabilities, net
    3,995,877       3,274,602  
 
               
 
           
Net cash from operating activities
    1,232,811       7,436,730  
 
           
 
               
Investing Activities
               
Loan repayments and originations, net
    (16,969,606 )     (22,253,495 )
Repayment of mortgage-backed securities
    1,922,151       1,583,655  
Proceeds from sale of real estate owned
    150,000       0  
Securities maturities
    0       5,000,000  
Securities purchased
    0       (5,000,000 )
Additions to office properties and equipment, net
    (486,225 )     (869,915 )
 
               
 
           
Net cash from investing activities
    (15,383,680 )     (21,539,755 )
 
           
 
               
Financing activities
               
Net increase (decrease) in demand deposits, NOW, and passbook savings
    (2,012,350 )     (4,071,015 )
Net decrease in time deposits
    10,599,565       (10,002,414 )
Repayment of long-term Federal Home Loan Bank advances
    (3,945 )     (5,436 )
Net increase in Federal Home Loan Bank advances
    15,000,000       30,000,000  
Net decrease in notes payable
    (322,830 )     (521,075 )
Proceeds from exercise of stock options
    0       18,984  
Purchase of treasury stock
    (119,432 )     (196,175 )
Cash dividend paid
    (522,685 )     (477,329 )
 
               
 
           
Net cash from financing activities
    22,618,323       14,745,540  
 
           
 
               
Net decrease in cash and cash equivalents
    8,467,454       642,515  
 
               
Cash and cash equivalents at beginning of period
    11,090,076       17,469,773  
 
           
Cash and cash equivalents at end of period
  $ 19,557,530     $ 18,112,288  
 
           
 
               
Supplemental disclosures of cash flow information:
               
Cash payments of interest expense
  $ 6,031,673     $ 4,410,175  
Cash payments of income taxes
  $ 0     $ 0  
 
               
Supplemental schedule of noncash investing activities:
               
Transfer to real estate owned
  $ 150,000     $ 724,613  
See accompanying notes to consolidated financial statements
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PVF CAPITAL CORP.
Notes to Consolidated Financial Statements
September 30, 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, 2005 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, 2005 are not necessarily indicative of the results to be expected for the entire year ending June 30, 2006. 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 are reported using the fair value recognition provisions of FASB Statement 123 (revised 2004) (FAS 123R), Share Based Payment. The Company has adopted FAS 123R using the modified prospective method. Under this method, compensation expense will be recognized for the unvested portion of previously issued awards that remained outstanding as of July 1, 2005 and for any future awards. Prior interim periods and fiscal year results will not be restated. For the quarter ended September 30, 2005, compensation expense of $34,200 was recognized in the income statement related to the vesting of previously issued awards. No income tax benefit is recognized related to this expense.
As of September 30, 2005, there was $273,413 of compensation expense related to unvested awards not yet recognized in the financial statements. The weighted-average period over which this expense is to be recognized is 1.49 years.
No stock-based compensation cost is reflected in net income for the period ended September 30, 2004, as the Company reported stock compensation using the intrinsic value method during that period, and 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.

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The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FAS 123R.
         
    Three Months Ended  
    September 30, 2004  
Net Income as reported
  $ 1,267,628  
 
       
Less: Pro forma compensation expense, net of tax
  $ 25,034  
 
     
 
       
Pro forma net income
  $ 1,242,594  
 
     
 
       
Basic earnings per share
  $ 0.16  
 
       
Pro forma basic earnings per share
  $ 0.16  
 
       
Diluted earnings per share
  $ 0.16  
 
       
Pro forma diluted earnings per share
  $ 0.16  
2.   The following table discloses earnings per share for the three months ended September 30, 2005 and September 30, 2004.
                                                 
    Three months ended September 30,  
    2005     2004  
    Income     Shares     Per-Share     Income     Shares     Per-Share  
    (Numerator)     (Denominator)     Amount     (Numerator)     (Denominator)     Amount  
Basic EPS
                                               
Income available to common stockholders
  $ 1,351,601       7,719,026     $ 0.18     $ 1,267,628       7,740,087     $ 0.16  
 
                                               
Effect of Stock Options
            163,893     $ 0.01               195,216     $ 0.00  
 
                                               
Diluted EPS
                                               
Income available to common stockholders
  $ 1,351,601       7,882,919     $ 0.17     $ 1,267,628       7,935,303     $ 0.16  

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3.   Mortgage Banking Activities: The Company services real estate loans for investors that are not included in the accompanying 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 balance
  $ 5,001,474     $ 5,358,845  
Originated
    357,064       353,743  
Amortized
    (397,544 )     (437,349 )
 
           
End of period
  $ 4,960,994     $ 5,275,239  
Mortgage banking activities, net consists of the following:
                 
    Three Months Ended  
    September 30,  
    2005     2004  
Mortgage loan servicing fees
  $ 486,480     $ 458,838  
 
Amortization of mortgage servicing rights
    (397,544 )     (437,349 )
Unrealized losses on sales of loans
    (67,000 )      
Gain on sales of loans
    299,218       297,301  
 
           
Mortgage banking activities, net
  $ 321,154     $ 318,790  
 
           

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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, 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, 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
During the quarter, the Company continued its strategy of expanding the loan portfolio, while maintaining sufficient liquidity to fund its cash flow needs. The Company seeks to fund loan growth and liquidity by generating deposits through its branch network. Because first quarter loan growth and other cash needs exceeded deposit growth, the company utilized short-term borrowings from the Federal Home Loan Bank of Cincinnati for additional funding needs.
In addition, the Company continued the origination of fixed-rate single-family loans for sale in the secondary market. The origination and sale of fixed-rate loans has historically generated gains on sale and allowed the Company to increase its investment in loans serviced for others.

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Part I Financial Information
Item 2
FINANCIAL CONDITION continued
Consolidated assets of PVF were $851.3 million as of September 30, 2005, an increase of approximately $27.4 million, or 3.3%, as compared to June 30, 2005. 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 8.57%, 10.05% and 10.58%, respectively, at September 30, 2005.
During the three months ended September 30, 2005, the Company’s cash and cash equivalents, which consist of cash, interest-bearing deposits and federal funds sold, increased $8.5 million, or 76.4%, as compared to June 30, 2005. The increase was necessary to meet the Company’s short-term liquidity needs.
Loans receivable, net increased $17.1 million during the quarter ended September 30, 2005. The increase in loans receivable included increases of $8.3 million in construction loans, $11.1 million in land loans, $1.4 million in non-real estate loans, $1.2 million in single-family loans, $2.3 million in commercial equity line of credit loans and $0.7 million in multi-family loans. These increases were partially offset by decreases of $5.4 million in commercial real estate loans and $2.5 million in home equity line of credit loans. Loan activity for the quarter ended September 30, 2005 resulted in no material change to the overall composition of the portfolio.
The $3.7 million increase in loans receivable held for sale is the result of timing differences between the origination and sale of loans.
The $1.9 million decrease in mortgage-backed securities resulted from payments received of $1.9 million.
Short-term advances increased by $15.0 million, or 100.0%, as a result of short-term borrowings from the Federal Home Loan Bank of Cincinnati. Deposits increased by $8.6 million, or 1.5%, as a result of managements decision to offer competitive savings rates. The increase in advances from borrowers for taxes and insurance of $2.0 million, or 62.1%, is due to timing differences between the collection and payment of escrow funds. The increase in accrued expenses and other liabilities of $1.5 million, or 9.0% is the result of timing differences between the collection and remittance of payments received on loans serviced for investors. The decrease in notes payable of $0.3 million, or 2.8%, is the result of principal prepayments made.

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Part I Financial Information
Item 2
     
RESULTS OF OPERATIONS
  Three months ended September 30, 2005 compared to the three months ended September 30, 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 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 accretion 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, 2005 was $1,351,600 as compared to $1,267,600 for the prior year comparable period. This represents an increase of $84,000, or 6.6%, when compared with the prior year comparable period.
Net interest income for the three months ended September 30, 2005 increased by $924,500, or 16.5%, as compared to the prior year comparable period. This resulted from an increase of $2,548,100, or 25.4% in interest income and an increase of $1,623,600 million, or 36.7% in interest expense. The increase in interest income resulted primarily from an increase of $73.5 million in the average balance of interest-earning assets in the current period. The increase of $73.5 million in the average balance of interest-earning assets along with an increase of 76 basis points in the return on interest earning assets resulted in an overall increase to interest income of $2,548,100 in the current period. The average balance on interest-bearing liabilities increased by $66.4 million, while the average cost of funds on interest-bearing liabilities increased by 62 basis points in the current period. This resulted in an overall increase in interest expense of $1,623,600.
For the three months ended September 30, 2005, a provision for loan losses of $37,300 was recorded, while a provision for loan losses of $136,000 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,

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Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
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.
Non-accruing loans decreased during the three months ended September 30, 2005. At June 30, 2005, non-accruing loans included current loans to borrowers who had filed for bankruptcy protection. At September 30, 2005, these loans were excluded from non-accruing loans. Accounting for this change, the Company experienced a decrease in the level of non-accruing loans of $2.8 million. Additionally, classified assets decreased by $1.6 million. Despite decreases to non-accruing loans and classified assets, management determined it was necessary to record a provision for loan losses of $37,300 in the current period due to an increase in loans receivable of $17.1 million and the recognition of specific loan losses in the current period. 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 prior period due to an increase in loans receivable of $21.6 million and the recognition of specific loan losses in the prior period. At June 30, 2005, the allowance for loan losses was $4.3 million, which represented 36.7% of non-accruing loans and 0.65% of net loans. At September 30, 2005, the allowance for loan losses was $4.2 million, which represented 55.7% of non-accruing loans and 0.62% of net loans.

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Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
                 
    At September 30,     June 30,  
    2005     2005  
    (Dollars in thousands)  
Non-accruing loans (1):
               
Real estate
  $ 7,592     $ 11,750  
 
           
Accruing loans which are contractually past due 90 days or more:
               
Real estate
  $ 60     $ 608  
 
           
 
               
Total non-accrual and 90 days past due loans
  $ 7,652     $ 12,358  
 
           
 
               
Ratio of non-performing loans to total loans
    1.12 %     1.85 %
 
           
Other non-performing assets (2)
  $ 1,319     $ 1,319  
 
           
Total non-performing assets
  $ 8,971     $ 13,677  
 
           
 
               
Total non-performing assets to total assets
    1.05 %     1.66 %
 
           
 
(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.
For the three months ended September 30, 2005, non-interest income increased by $94,000 or 13.7%, from the prior year comparable period. The increase was primarily the result of an increase of $58,300, or 29.6%, in income from service and other fees due to increases in loan prepayment and late charge fee income in the current period. In addition, other income, net increased by $16,200, or 31.4%, in the current period. BOLI income increased by $49,400 in the current period. Income from mortgage banking activities increased by $2,400, as an increase in servicing income was offset by a decrease in gains on sales of loans receivable held for sale.
Non-interest expense for the three months ended September 30, 2005 increased by $1,050,200 or 24.3%, from the prior year comparable period. This was primarily the result of an increase in compensation and benefits of $700,900, or 28.7%, as a result of increased staffing, incentive bonuses accrued, and salary and wage adjustments. Other non-interest expense increased by $179,100 or 17.6% due primarily to increases in advertising expense, costs for outside services, postage and special mail, and stationery, printing and supplies. Office properties and equipment expense increased by $170,200, or 19.7%, primarily due to increases in office rental expense and depreciation expense on furniture and equipment.

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Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
The federal income tax provision for the three-month periods ended September 30, 2005 and September 30, 2004 was at an effective rate of 29.0% and 30.9%, respectively. The effective tax rate was lowered due to the affect of tax-exempt income earned on bank-owned life insurance and the Company’s investment in a low income housing project which qualified for tax credits.
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 of Cincinnati (“FHLB”). 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.
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, 2005. 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 identified in connection with the evaluation described in paragraph (d) of SEC Rule 240.13a-15 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)   The following table illustrates the repurchase of the Company’s common stock during the period ended September 30, 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  
July 1 through
                               
July 31, 2005
    4,730     $ 12.94       4,730       282,509  
August 1 through
                               
August 31, 2005
    4,400     $ 13.23       4,400       278,109  
September 1 through
                               
September 30, 2005
                       
 
                       
 
Total
    9,130     $ 13.08       9,130       278,109  
 
                       
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, 2004 and 2005. The plan is renewable on an annual basis and will expire in August 2006, 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:
 
           
 
    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, 2005
  /s/ C. Keith Swaney
 
   
 
  C. Keith Swaney
President, Chief Operating Officer and Treasurer
 
  (Only authorized officer and
 
  Principal Financial Officer)

 

EX-31.1 2 l16671aexv31w1.htm EXHIBIT 31.1 302 CERTIFICATION FOR CEO Exhibit 31.1
 

EXHIBIT 31.1
Certification
I, John R. Male, certify that:
  1.   I have reviewed this quarterly report on Form 10-Q of PVF Capital Corp.;
 
  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
  4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);
  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 8, 2005
     
 
  /s/ John R. Male
 
   
 
  John R. Male
 
  Chairman of the Board and
 
  Chief Executive Officer
 
  (Principal Executive Officer)

 

EX-31.2 3 l16671aexv31w2.htm EXHIBIT 31.2 302 CERTIFICATION FOR CFO Exhibit 31.2
 

EXHIBIT 31.2
Certification
I, C. Keith Swaney, certify that:
  1.   I have reviewed this quarterly report on Form 10-Q of PVF Capital Corp.;
 
  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
  4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);
  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 8, 2005
     
 
  /s/ C. Keith Swaney
 
   
 
  C. Keith Swaney
 
  President and Chief Operating Officer and Treasurer
 
  (Principal Financial Officer)

 

EX-32 4 l16671aexv32.htm EXHIBIT 32 906 CERTIFICATION FOR CEO AND CFO Exhibit 32
 

Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
     The undersigned executive officers of the Registrant hereby certify that this Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
               
 
  By:       /s/ John R. Male
         
 
      Name:   John R. Male
 
      Title:   Chairman of the Board and
 
          Chief Executive Officer
 
           
 
  By:       /s/ C. Keith Swaney
         
 
      Name:   C. Keith Swaney
 
      Title:   President, Chief Operating Officer
 
          and Treasurer
Date: November 8, 2005

 

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