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, 2008.

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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller Reporting Company o
		(Do not check if a smaller reporting company)

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	7,773,823
(Class)	(Outstanding at November 7, 2008)

PVF CAPITAL CORP.

INDEX

		Page
Part I	Financial Information
Item 1	Financial Statements
	Consolidated Statements of Financial Condition, September 30, 2008 (unaudited) and June 30, 2008		1
	Consolidated Statements of Operations for the three months ended September 30, 2008 and 2007 (unaudited)		2
	Consolidated Statements of Cash Flows for the three months ended September 30, 2008 and 2007 (unaudited)		3
	Notes to Consolidated Financial Statements (unaudited)		4
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations		10
	Liquidity and Capital Resources		16
Item 3	Quantitative and Qualitative Disclosures about Market Risk		17
Item 4	Controls and Procedures		17
Part II	Other Information 18

Part I Financial Information

Item 1 Financial Statements

PVF CAPITAL CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	September 30, 2008			June 30,
	unaudited			2008
ASSETS
Cash and cash equivalents:
Cash and amounts due from depository institutions	$	16,302,973		$	7,455,720
Interest bearing deposits		39,308,113			700,674
Federal funds sold		0			9,648,000
Total cash and cash equivalents		55,611,086			17,804,394
Securities available for sale		151,200			1,890,000
Securities held to maturity (fair values of $7,703,812 and $7,603,907, respectively)		7,580,000			7,580,000
Mortgage-backed securities held to maturity (fair values of $56,479,031 and $53,259,867, respectively)		56,995,644			55,151,069
Loans receivable held for sale at fair value		3,392,286			7,830,994
Loans receivable, net of allowance of $8,843,278 and $9,653,972, respectively		716,702,784			714,492,406
Office properties and equipment, net		9,257,696			9,232,711
Real estate owned, net		7,942,032			4,064,708
Federal Home Loan Bank stock		12,811,100			12,640,600
Bank owned life insurance		23,061,964			23,009,038
Prepaid expenses and other assets		11,726,156			13,706,218
Total Assets	$	905,231,948		$	867,402,138
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Deposits	$	709,720,446		$	659,385,765
Short-term advances from the Federal Home Loan Bank		0			9,000,000
Line of credit		1,375,000			950,000
Long-term advances from the Federal Home Loan Bank		35,000,000			35,000,000
Repurchase agreement		50,000,000			50,000,000
Subordinated debentures		20,000,000			20,000,000
Advances from borrowers for taxes and insurance		6,281,273			8,973,604
Accrued expenses and other liabilities		14,810,319			15,017,435
Total Liabilities		837,187,039			798,326,804
Stockholders’ Equity
Serial preferred stock, none issued		—			—
Common stock, $0.01 par value, 15,000,000 shares authorized; 8,246,548 shares issued		82,465			82,465
Additional paid-in-capital		69,181,999			69,155,729
Retained earnings		2,617,592			3,674,287
Accumulated other comprehensive income (loss)		0			0
Treasury Stock, at cost 472,725 shares		(3,837,147	)		(3,837,147	)
Total Stockholders’ Equity		68,044,909			69,075,334
Total Liabilities and Stockholders’ Equity	$	905,231,948		$	867,402,138

See accompanying notes to consolidated financial statements

Page 1

Part I Financial Information
Item 1 Financial Statements

PVF CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	September 30,
	2008			2007
Interest and dividends income
Loans	$	11,412,241		$	13,927,505
Mortgage-backed securities		700,273			318,688
Federal Home Loan Bank stock dividends		170,557			201,708
Securities		121,059			687,112
Federal funds sold and interest bearing deposits		86,793			156,955
Total interest and dividends income		12,490,923			15,291,968
Interest expense
Deposits		5,942,553			7,315,879
Short-term borrowings		9,099			937,102
Long-term borrowings		910,714			791,939
Subordinated debt		325,445			390,012
Total interest expense		7,187,811			9,434,932
Net interest income		5,303,112			5,857,036
Provision for loan losses		691,000			593,400
Net interest income after provision for loan losses		4,612,112			5,263,636
Noninterest income, net
Service and other fees		178,254			222,898
Mortgage banking activities, net		457,699			400,381
Increase in cash surrender value of bank owned life insurance		52,926			253,216
Impairment of securities		(1,738,800	)		0
Other, net		8,557			(78,218	)
Total noninterest income, net		(1,041,364	)		798,277
Noninterest expense
Compensation and benefits		2,558,015			2,964,431
Office occupancy and equipment		706,750			801,853
Other		1,670,852			1,519,963
Total noninterest expense		4,935,617			5,286,247
Income (loss) before federal income tax provision		(1,364,869	)		775,666
Federal income tax provision (benefit)		(463,612	)		164,600
Net income (loss)		($901,257	)	$	611,066
Basic earnings (loss) per share		($0.12	)	$	0.08
Diluted earnings (loss) per share		($0.12	)	$	0.08
Dividends declared per common share	$	0.010		$	0.074

See accompanying notes to consolidated financial statements

Page 2

Part I Financial Information
Item 1 Financial Statements

PVF CAPITAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	September 30,
	2008			2007
Operating Activities
Net income		($901,257	)	$	611,066
Adjustments to reconcile net income to net cash from operating activities
Amortization of premium on mortgage-backed securities		1,814			6,330
Depreciation and amortization		314,723			403,910
Provision for loan losses		691,000			593,400
Impairment of securities		1,738,800			0
Accretion of deferred loan origination fees, net		(223,035	)		(271,847	)
(Gain) loss on sale of loans receivable held for sale, net		(126,492	)		(182,121	)
Loss on disposal of real estate owned, net		299,408			86,079
Market adjustment for loans held for sale		(67,332	)		(50,400	)
Change in fair value of mortgage banking derivatives		(111,618	)		3,700
Stock compensation		26,270			32,036
Federal Home Loan Bank stock dividends		(170,500	)		0
Change in accrued interest on securities, loans, and borrowings, net		1,108,214			(447,718	)
Origination of loans receivable held for sale, net		(10,856,452	)		(21,392,250	)
Sale of loans receivable held for sale, net		15,316,926			28,440,657
Increase in cash surrender value of bank owned life insurance		(52,926	)		(253,216	)
Net change in other assets and other liabilities		(1,743,921	)		(2,441,146	)
Net cash from operating activities		5,243,622			5,138,480
Investing Activities
Loan repayments and originations, net		(10,568,538	)		(9,722,627	)
Principal repayments on mortgage-backed securities held to maturity		1,153,610			647,961
Mortgage-backed securities purchased		(3,000,000	)		0
Proceeds from sale of real estate owned		3,713,463			449,578
Additions to office properties and equipment, net		(339,708	)		(26,168	)
Net cash from investing activities		(9,041,173	)		(8,651,256	)
Financing activities
Net increase (decrease) in demand deposits, NOW, and passbook savings		(9,493,854	)		(9,924,711	)
Net increase (decrease) in time deposits		59,828,535			(11,909,613	)
Net increase (decrease) in short-term Federal Home Loan Bank advances		(9,000,000	)		10,000,000
Net proceeds from (repayment of) line of credit		425,000			850,000
Proceeds from exercise of stock options		0			253,254
Stock repurchased and retired		0			(66,806	)
Cash dividend paid		(155,438	)		(572,583	)
Net cash from financing activities		41,604,243			(11,370,459	)
Net increase in cash and cash equivalents		37,806,692			(14,883,235	)
Cash and cash equivalents at beginning of period		17,804,394			28,457,579
Cash and cash equivalents at end of period	$	55,611,086		$	13,574,344
Supplemental disclosures of cash flow information:
Cash payments of interest expense	$	6,002,738		$	9,445,388
Cash payments of income taxes	$	0		$	0
Supplemental noncash investing activity:
Transfer of loans to real estate owned	$	7,890,196		$	991,310

See accompanying notes to consolidated financial statements

Page 3

Part I Financial Information
Item 1

PVF CAPITAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended
September 30, 2008 and 2007
(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, 2008 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 U.S. generally accepted accounting principles 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, 2008 are not necessarily indicative of the results to be expected for the entire year ending June 30, 2009. 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 operations of Park View Federal Savings Bank (the “Bank”). PVF Capital Corp.’s common stock is traded on the NASDAQ CAPITAL MARKET under the symbol PVFC.

2. Allowance for loan losses: A summary of the changes in the allowance for loan losses for the three months ended September 30, 2008 and 2007 is as follows:

	2008			2007
Beginning balance	$	9,653,972		$	4,580,549
Provision for loan losses		691,000			593,400
Charge-offs		(1,501,694	)		(374,022	)
Recoveries		—			—
Ending balance	$	8,843,278		$	4,799,927

At September 30, 2008 and June 30, 2008, the recorded investment in loans, which have individually been identified as being impaired, totaled $22,352,000 and $21,118,964, respectively. Included in the impaired amount at September 30 and June 30, 2008, is $6,261,787 and $10,777,183, respectively, related to loans with a corresponding valuation allowance of $2,085,127 and $2,792,048, respectively. At September 30, 2008 and June 30, 2008, $16,090,213 and $5,259,155 of impaired loans had no allowance for loan losses allocated.

3. Other-than-temporary impairment of securities: Included in securities is floating rate preferred stock issued by FHLMC and FNMA. For the three-months ended September 30, 2008, the Company recognized a $1,739,000 pre-tax charge for the other-than-temporary decline in fair value of these holdings.

On September 7, 2008, the U.S. Treasury Department and the Federal Housing Finance Agency announced that FNMA and FHLMC had been placed into conservatorship. Dividends on the preferred shares of the entities have been suspended.

4. Stock Compensation: Employee compensation expense under stock options is reported using the fair value recognition provisions under 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 is being recognized for the unvested portion of previously issued awards that remained outstanding as of July 1, 2005 and for any granted since that date. Prior interim periods and fiscal year results were not restated. For the quarters ended September 30, 2008 and 2007, compensation expense of $26,270 and $32,036, respectively, was recognized in the income statement related to the vesting of previously issued awards plus vesting of new awards. No income tax benefit was recognized related to these expenses.

As of September 30, 2008, there was $240,706 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 2.4 years.

The Company can issue incentive stock options and nonqualified stock options under the 1996 Plan and the 2000 Plan. Generally, for incentive stock options, one-fifth of the options awarded become exercisable on the date of grant and on each of the first four anniversaries of the date of grant. The

Page 4

Part I Financial Information
Item 1

option period expires ten years from the date of grant, except for awards to individuals who own more than 10% of the Company’s outstanding stock. Awards to these individuals expire after five years from the date of grant and are exercisable at 110 percent of the market price at the date of grant.

Nonqualified stock options are granted to directors and vest immediately. The option period expires ten years from the date of grant and the exercise price is the market price at the date of grant.

The aggregate intrinsic value of all options outstanding at September 30, 2008 was $0. The aggregate intrinsic value of all options that were exercisable at September 30, 2008 was $0.

A summary of the activity in the plan is as follows:

	Three months ended
	September 30, 2008
	Total options outstanding
			Weighted
			Average
			Exercise
	Shares		Price
Options outstanding, beginning of period		533,426	$	9.32
Forfeited		—		—
Exercised		—		—
Granted		—		—
Options outstanding, end of period		533,426	$	9.32
Options exercisable, end of period		421,357	$	8.83

The weighted average remaining contractual life of options outstanding as of September 30, 2008 was 4.2 years. The weighted average remaining contractual life of vested options outstanding as of September 30, 2008 was 3.9 years.

Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised were as follows:

	Three months ended
	September 30,
	2008		2007
Proceeds from options Exercised	$	0	$	253,254
Related tax benefit Recognized		0		0
Intrinsic value of options exercised	$	0	$	283,397

There were no options granted during the three-month periods ended September 30, 2008 and 2007.

Page 5

Part I Financial Information
Item 1

5. The following table discloses earnings (loss) per share for the three months ended September 30, 2008 and September 30, 2007.

	Three months ended September 30,
	2008								2007
	Income			Shares		Per Share			Income		Shares		Per Share
	(Numerator)			(Denominator)		Amount			(Numerator)		(Denominator)		Amount
Basic EPS
Net Income (loss)	$	(901,257	)		7,747,683	$	(0.12	)	$	611,066		7,747,683	$	0.08
Effect of Stock Options					—		0.00					218,054		0.00
Diluted EPS
Net Income (loss)	$	(901,257	)		7,747,683	$	(0.12	)	$	611,066		7,965,737	$	0.08

There were 533,426 options not considered in the diluted earnings per share calculation for the three-month period ended September 30, 2008, because they were not dilutive. There were no options not considered in the diluted earnings per share calculation for the three-month period ended September 30, 2007.

6. Mortgage Banking Activities:

Loans held for sale were as follows:

	September 30,		June 30,
	2008		2008
Loans held for sale	$	3,392,286	$	7,872,155
Less: Allowance to adjust to lower of cost or market		—		(41,161	)
Loans held for sale, net	$	3,392,286	$	7,830,994

The Company adopted the fair value option for accounting for its loans held for sale effective July 1, 2008. Since loans held for sale were carried at fair value as of June 30, 2008, there was no impact on the financial statements upon adoption.

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 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.”

	Three Months Ended
	September 30,
	2008			2007
Servicing rights:
Beginning of period	$	4,398,783		$	4,426,296
Additions		172,059			334,495
Amortized to expense		(360,423	)		(330,444	)
End of period	$	4,210,419		$	4,430,347

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Part I Financial Information
Item 1

Mortgage banking activities, net as presented in the consolidated statements of operations consist of the following. These amounts do not include noninterest expense related to mortgage banking activities.

	Three Months Ended
	September 30,
	2008			2007
Mortgage loan servicing fees	$	512,680		$	502,004
Amortization and impairment of mortgage loan servicing rights		(360,423	)		(330,444	)
Market adjustments for loans held for sale		67,332			50,400
Change in fair value of mortgage banking derivatives		111,618			(3,700	)
Gain on sales of loans		126,492			182,121
Mortgage banking activities, net	$	457,699		$	400,381

7. Uncertain Income Tax Positions:

The Company adopted FASB Interpretation 48 — Accounting for Uncertainty in Income Taxes (FIN 48) as of July 1, 2007. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s financial statements. The Company and its subsidiaries are subject to U.S. federal income tax. The Company is no longer subject to examination by taxing authorities for years before 2003. The Company does not expect the total amount of unrecognized tax benefits to significantly increase in the next twelve months. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company did not have any amounts accrued for interest and penalties at July 1, 2007.

8. Adoption of New Accounting Standards:

In July 2006, the Emerging Issues Task Force (“EITF”) of FASB issued a draft abstract for EITF Issue No. 06-04, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangement.” This draft abstract from EITF reached a consensus that for an endorsement split-dollar life insurance arrangement within the scope of this Issue, an employer should recognize a liability for future benefits in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions.” The Task Force concluded that a liability for the benefit obligation under SFAS No. 106 has not been settled through the purchase of an endorsement type life insurance policy. In September 2006, FASB agreed to ratify the consensus reached in EITF Issue No. 06-04. This new accounting standard will be effective for fiscal years beginning after December 15, 2007. The adoption of EITF Issue No. 06-04 did not have a material effect on the financial statements as the Company has no endorsement split-dollar arrangements.

Page 7

Part I Financial Information
Item 1

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The adoption of this standard did not have a material impact on the Company’s financial statements other than additional disclosures.

On October 10, 2008, the FASB issued FSP 157-3, “Determining the Fair Value of a Financial Asset When the Market for that Asset is Not Active”. This FSP does not change existing GAAP, but seeks to clarify how to consider various inputs in determining fair value under current market conditions consistent with the principles of FAS 157. The FSP provides one example on how to calculate fair value when there is not an active market for that financial asset. Key concepts addressed include distressed sales, the use of third party pricing information, use of internal assumptions, and others. The FSP was effective upon issuance and therefore it applies to the financial statements for the three month period ended September 30, 2008.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 gives entities the option to measure eligible financial assets and financial liabilities at fair value on an instrument by instrument basis that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability. Subsequent changes in fair value must be reported in earnings. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company adopted the fair value option for its loans held for sale in order to mitigate volatility in reported earnings that would otherwise result accounting for the mortgage banking pipeline at fair value and continuing to account for its loans held for sale under the tradition lower-of-cost-or-market model. There was not an impact on the financial statements upon adoption.

9. Fair Value

FASB Statement No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Statement 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted market prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use to price an asset or liability.

The Company used the following methods and significant assumptions to estimate fair value.

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Part I Financial Information
Item 1

Securities: The fair values of securities available for sale are determined by obtaining quoted market prices on nationally recognized securities exchanges.

Loans held for sale: The fair value of loans held for sale is determined using quoted secondary market prices.

Mortgage banking pipeline derivatives: The fair value of loan commitments is measured using current market rates for the associated mortgage loans. The fair value of mandatory forward sales contracts is measured using secondary market pricing.

Assets and liabilities measured at fair value on a recurring basis at September 30, 2008 are summarized below:

			Quoted
			Prices in
			Active
			Markets		Significant
			for		Other		Significant
			Identical		Observable		Unobservable
	September 30,		Assets		Inputs		Inputs
	2008		(Level 1)		(Level 2)		(Level 3)
Assets:
Securities available for sale	$	151,200	$	151,200		—		—
Loans held for sale	$	3,392,286		—	$	3,392,286		—
Mortgage-banking pipeline derivative	$	194,144		—	$	194,144		—

Assets and liabilities measured at fair value on a nonrecurring basis at September 30, 2008 are summarized below:

			Quoted
			Prices in
			Active
			Markets		Significant
			for		Other		Significant
			Identical		Observable		Unobservable
	September 30,		Assets		Inputs		Inputs
	2008		(Level 1)		(Level 2)		(Level 3)
Assets:
Impaired loans	$	6,261,787		—		—		6,261,787

Impaired loans, which are measured for impairment using the fair value of the collateral or the present value of estimated cash flows, had a carrying amount of $22.4 million. Of these, $6.3 million were carried at fair value, as a result of a specific valuation allowance of $2.1 million. The fair value of collateral is usually estimated by third-party or internal appraisals of the collateral. The present value of estimated cash flows is based on internal models of expected borrower activity. The provision for loan losses related to changes in the fair value of impaired loans during the three months ended September 30, 2008 was not material.

8. Participation in the Treasury Capital Purchase Program

On October 3, 2008, Congress passed the Emergency Economic Stabilization Act of 2008 (EESA), which provides the U. S. secretary of the Treasury with broad authority to implement certain actions to help restore stability and liquidity to U.S. markets. One of the provisions resulting from the Act is the Treasury Capital Purchase Program (CPP), which provides direct equity investment of perpetual preferred stock by the Treasury in qualified financial institutions.

The program is voluntary and requires an institution to comply with a number of restrictions and provisions, including limits on executive compensation, stock redemptions and declaration of dividends. Applications must be submitted by November 14, 2008 and are subject to approval by the Treasury. The CPP provides for a minimum investment of 1% of Risk-Weighted Assets, with a maximum investment equal to the lesser of 3% of Total Risk-Weighted Assets or $25 billion. The perpetual preferred stock investment will have a dividend rate of 5% per year, until the fifth anniversary of the Treasury investment, and a dividend of 9%, thereafter. The CPP also requires the Treasury to receive warrants for common stock equal to 15% of the capital invested by the Treasury. The Company is evaluating whether to apply for participation in the CPP. Participation in the program is not automatic and subject to approval by the Treasury.

Page 9

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, 2008 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, 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

The Company generally seeks to fund loan activity and liquidity by generating deposits through its branch network and through the use of various borrowing facilities. During the period, the Company used increases in deposits to repay short-term advances and to increase cash and cash equivalents in order to improve the Bank’s liquidity position.

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. Consolidated assets of PVF were $905.2 million as of September 30, 2008, an increase of approximately $37.8 million, or 4.4%, as compared to June 30, 2008. 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 9.22%, 11.93% and 12.81%, respectively, at September 30, 2008.

During the three months ended September 30, 2008, the Company’s cash and cash

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equivalents, which consist of cash, interest-bearing deposits and federal funds sold, increased $37.8 million, or 212.3%, as compared to June 30, 2008. The change in the Company’s cash, cash equivalents and federal funds sold consisted of increases in interest-bearing deposits and cash of $47.5 million and a decrease in federal funds sold of $9.7 million. The increase in cash was primarily the result of a $25 million brokered deposit made at the end of the period in order to bolster the Company’s liquidity.

Loans receivable, net, increased by $2.2 million, or 0.3%, during the three months ended September 30, 2008. The increase in loans receivable included increases to commercial, multifamily, and equity line of credit loans, partially offset by decreases to land, one-to-four family, and construction loans.

Following is a breakdown of loans receivable at September 30, 2008 and June 30, 2008:

	September 30,			June 30,
	2008			2008
Real estate mortgages:
One-to-four family residential	$	166,527,717		$	168,532,008
Home equity line of credit		89,133,333			87,876,182
Multi-family residential		59,313,718			52,420,774
Commercial		190,359,510			174,403,925
Commercial equity line of credit		38,070,241			36,913,491
Land		69,319,034			73,544,594
Construction — residential		52,303,108			55,442,114
Construction — multi-family		5,454,889			5,802,842
Construction — commercial		29,528,576			38,303,228
Total real estate mortgages		700,010,126			693,239,158
Non-real estate loans		28,091,438			33,592,529
Total loans receivable		728,101,564			726,831,687
Net deferred loan origination fees		(2,555,502	)		(2,685,309	)
Allowance for loan losses		(8,843,278	)		(9,653,972	)
Loans receivable, net	$	716,702,784		$	714,492,406

The decrease of $4.4 million in loans receivable held for sale is the result of timing differences between the origination and the sale of loans. The increase of $1.8 million in mortgage-backed securities is the result of the purchase of $3.0 million in mortgage-backed securities offset by principal payments received of $1.2 million during the three-month period.

The increase of $3.9 million in real estate owned is the result of the addition of 22 single-family properties, 3 parcels of land, and 2 commercial properties totaling approximately $7.9 million offset by the disposal of 20 single-family properties, 1 parcel of land, and 1 commercial property totaling $4.0 million.

Deposits increased by $50.3 million, or 7.6%, as the result of management’s decision to obtain two six-month brokered deposits totaling $55.0 million in order to take advantage of attractive rates available as well as to improve the

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Bank’s liquidity in a tight credit market. Advances decreased by $9.0 million as a result of the repayment of short-term borrowings. The decrease in advances from borrowers for taxes and insurance of $2.7 million is attributable to timing differences between the collection and payment of taxes and insurance. The decrease in prepaid expenses and other assets is primarily the result of a decrease in payments advanced on loans serviced for others.

RESULTS OF OPERATIONS	Three months ended September 30, 2008,
	compared to three months ended
	September 30, 2007.

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, loan loss provisions and costs associated with the acquisition, maintenance and disposal of real estate.

The Company’s net loss for the three months ended September 30, 2008 was $901,257 as compared to net income of $611,066 for the prior year comparable period. This represents a decrease of $1,512,300 when compared with the prior year comparable period.

Net interest income for the three months ended September 30, 2008 decreased by $553,900, or 9.5%, as compared to the prior year comparable period. This resulted from a decrease of $2,801,000, or 18.3%, in interest income partially offset by a decrease of $2,247,100, or 23.8%, in interest expense. The decrease in net interest income was attributable to a decline of 15 basis points in the interest-rate spread for the quarter ended September 30, 2008 as compared to the prior year comparable period along with a decrease in both interest-earning assets and interest-bearing liabilities. The decrease in interest-rate spread resulted from margin compression attributable to declining rates on adjustable-rate loans, resulting from a decrease in short-term market rates not reflected in local market deposit pricing, along with an increase in nonperforming loans.

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RESULTS OF OPERATIONS continued

The following table presents comparative information for the three months ended September 30, 2008 and 2007 about average balances and average yields and costs for interest-earning assets and interest-bearing liabilities (dollars in thousands).

	September 30, 2008								September 30, 2007
	Average					Average			Average					Average
	Balance			Interest		Yield/Cost			Balance			Interest		Yield/Cost
Interest-earning assets
Loans (1)	$	721,682		$	11,412		6.33	%	$	725,558		$	13,927		7.68	%
Mortgage-backed securities		54,994			700		5.09	%		25,613			319		4.98	%
Investments and other		39,157			379		3.87	%		82,139			1,046		5.09	%
Total interest-earning assets		815,833			12,491		6.12	%		833,310			15,292		7.34	%
Non-interest-earning assets		70,627								52,293
Total assets	$	886,460							$	885,603
Interest-bearing liabilities
Deposits	$	676,187		$	5,943		3.52	%	$	643,257		$	7,316		4.55	%
Borrowings		87,553			920		4.20	%		133,081			1,729		5.20	%
Subordinated debt		20,000			325		6.50	%		20,000			390		7.80	%
Total interest-bearing liabilities		783,740			7,188		3.67	%		796,338			9,435		4.74	%
Non-interest-bearing liabilities		33,127								19,028
Total liabilities	$	816,867							$	815,366
Retained earnings		69,593								70,237
Total liabilities and R.E.	$	886,460							$	885,603
Net interest income				$	5,303							$	5,857
Interest-rate spread							2.45	%							2.60	%
Yield on interest-earning assets							2.60	%							2.81	%
Interest-earning assets to interest-bearing liabilities		104.09	%							104.64	%

(1) Non-accruing loans are included in the average loan balances for the periods presented.

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RESULTS OF OPERATIONS continued

For the three months ended September 30, 2008, a provision for loan losses of $691,000 was recorded, while a provision for loan losses of $593,400 was recorded in the prior year comparable period. The provision for loan losses for the current period reflects management’s judgments about the credit quality of the Bank’s loan portfolio. Management’s approach includes evaluating individual non-performing loans for probable losses based on a systematic approach involving estimating the realizable value of the underlying collateral. Additionally, for pools of performing loans segregated by collateral type, management is applying a prudent loss factor based on our historical loss experience, trends based on changes to non-performing loans and foreclosure activity and our subjective evaluation of the local population and economic environment. 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.

The following table provides statistical measures of non-performing assets:

	September 30,			June 30,
	2008			2008
	(Dollars in thousands)
Loans on non-accruing status (1):
Real estate mortgages:
One-to-four family residential	$	5,827		$	6,453
Commercial		4,118			3,001
Multi-family residential		275			152
Construction and land		16,922			12,350
Non real estate		1,037			533
Total loans on non-accrual status:	$	28,179		$	22,489
Ratio of non-performing loans to total loans		3.91	%		3.09	%
Other non-performing assets (2)	$	7,942		$	4,065
Total non-performing assets	$	36,121		$	26,554
Total non-performing assets to total assets		3.99	%		3.06	%

(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. 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.

The levels of non-accruing loans at June 30, 2008 and September 30, 2008 are attributable to poor current local and economic conditions. Residential markets nationally and locally have been adversely impacted by a significant increase in foreclosures as a result of the problems faced by subprime borrowers and the resulting contraction of residential credit available to all but the most creditworthy borrowers. Land development projects nationally and locally have seen slow sales and price decreases. The Company has significant exposure to the residential market in the Greater Cleveland area. As a result, the Company has seen a significant increase in non-performing loans. Due to an increase in foreclosure activity in the area, the foreclosure process in Cuyahoga County, our

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RESULTS OF OPERATIONS continued

primary market, has become elongated. As such, loans have remained past due for considerable periods prior to being collected, transferred to real estate owned, or charged off.

Of the $28.2 million and $22.5 million in non-accruing loans at September 30, 2008 and June 30, 2008, $22.4 million and $16.0 million, respectively, were individually identified as impaired. All of these loans are collateralized by various forms of non-residential real estate or residential construction. These loans were reviewed for the likelihood of full collection based primarily on the value of the underlying collateral, and, to the extent we believed collection of loan principal was in doubt, we established specific loss reserves. Our evaluation of the underlying collateral included a consideration of the potential impact of erosion in real estate values due to poor local economic conditions and a potentially long foreclosure process. This consideration involves obtaining an updated valuation of the underlying real estate collateral and estimating carrying and disposition costs to arrive at an estimate of the net realizable value of the collateral. Through our evaluation of the underlying collateral, we determined that despite difficult conditions, these loans are generally well secured. Through this process, we established specific loss reserves related to these loans outstanding at September 30, 2008 and June 30, 2008 of $2,085,127 and $2,792,048, respectively.

The remaining balance of non-performing loans represents homogeneous one-to-four family loans. These loans are also subject to the rigorous process for evaluating and accruing for specific loan loss situations described above. Through this process, we established specific loan loss reserves of $387,689 and $453,470 for these loans as of September 30, 2008 and June 30, 2008, respectively.

There are $3.1 million and $3.0 million in performing loans that we have established specific loan loss reserves as of September 30, 2008 and June 30, 2008. These loans are collateralized by various forms of one to four family real estate, non-residential real estate or residential construction. These loans are also subject to the rigorous process for evaluating and accruing for specific loan loss situations described above. Through this process, we established specific loan loss reserves of $321,033 and $93,202 for these loans as of September 30, 2008 and June 30, 2008, respectively.

The current period provision for loan losses reflects increases to specific loan loss reserves and changes to the overall volume and composition of the loan portfolio based upon the methodology described previously.

For the three months ended September 30, 2008, non-interest income decreased by $1,839,600, or 230.5%, from the prior year comparable period. This resulted primarily from an impairment charge of $1,738,800 from the markdown in value of preferred stock issued by the Federal Home Loan Mortgage Corporation (“FHLMC”) and the Federal National Mortgage Association (“FNMA”). In addition, earnings on bank-owned life insurance (“BOLI”) decreased by $200,300, service and other fees decreased by $44,600, while other, net increased by $86,800, and income from mortgage banking activities increased by $57,300.

The increase of $57,300 in mortgage banking activities resulted from a decrease in gains on the sale of loans and an increase in amortization of mortgage servicing rights, offset by an increase in the market value of loans held for sale and a

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RESULTS OF OPERATIONS continued

change in the fair value of mortgage banking derivatives pursuant to the adoption of SEC Staff Accounting Bulletin No. 109. During these periods, the Company pursued a strategy of originating long-term fixed-rate loans pursuant to FHLMC and FNMA guidelines and selling such loans to the FHLMC or the FNMA, while retaining the servicing. The decrease in other, net is primarily the result of loss on investment relating to FHLMC and FNMA preferred stock during the current period.

Non-interest expense for the three months ended September 30, 2008 decreased by $350,600, or 6.6%, from the prior year comparable period. This resulted from a decrease in compensation and benefits of $406,400, a decrease in office occupancy and equipment of $95,100, partially offset by an increase in other non-interest expense of $150,900. The increase in other non-interest expense was primarily the result of increases in federal deposit insurance and outside services. Compensation and benefits decreased due to a decrease in staffing.

The federal income tax provision for the three-month period ended September 30, 2008 represented an effective rate of a negative 34.0% for the current period compared to an effective rate of 21.2% for the prior year comparable period. The effective rate in the prior period was reduced due to the increased proportion of pre-tax income consisting of an increase in the cash surrender value of BOLI.

LIQUIDITY AND CAPITAL RESOURCES

The Bank’s primary regulator, the Office of Thrift Supervision (“OTS”) has implemented a statutory framework for capital requirements which establishes five categories of capital strength ranging from “well capitalized” to “critically undercapitalized.” An institution’s category depends upon its capital level in relation to relevant capital measures, including two risk-based capital measures, a tangible capital measure and a core/leverage capital measure. At September 30, 2008 and June 30, 2008, the Bank was in compliance with all of the current applicable regulatory capital measurements to meet the definition of a well-capitalized institution, as demonstrated in the following table:

September 30, 2008	Park View					Requirement for
	Federal		Percent of			Well-Capitalized
(dollars in thousands)	Capital		Assets(1)			Institution
Tangible capital	$	83,272		9.22	%		N/A
Tier-1 core capital	$	83,272		9.22			5.00	%
Tier-1 risk-based capital	$	83,272		11.93			6.00
Total risk-based capital	$	89,347		12.81			10.00

June 30, 2008	Park View					Requirement for
	Federal		Percent of			Well-Capitalized
(dollars in thousands)	Capital		Assets(1)			Institution
Tangible capital		$83,972		9.68	%		N/A
Tier-1 core capital		$83,972		9.68			5.00	%
Tier-1 risk-based capital		$83,972		12.09			6.00
Total risk-based capital		$90,286		12.99			10.00

(1) Tangible and core capital levels are shown as a percentage of total adjusted assets; risk-based capital levels are shown as a percentage of risk-weighted assets.

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 sources of funds are deposits, principal and interest payments on loans, proceeds from the sale of loans, repurchase agreements, and advances from the 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.

During the current period the Company enhanced its liquidity position by increasing its deposits and cash and cash equivalents as well as increasing its collateral borrowing position. Management believes the Company maintains sufficient liquidity to meet current operational needs.

Our ability to continue to pay cash dividends is limited by cash needs at the holding company level.

Our holding company, PVF Capital Corp., has certain ongoing cash needs primarily related to trust preferred securities and the payment of dividends to stockholders. Interest payments on the trust preferred securities instruments totaled $324,000 during the quarter ended September 30, 2008. Cash dividends to stockholders totaled $77,700 for the quarter ended September 30, 2008. Cash at the Company totaled $130,700 at September 30, 2008.

Our ability to pay dividends depends, in part, on our receipt of dividends from the Bank because the Company has minimal sources of income other than distributions from the Bank. OTS regulations impose limitations upon all capital distributions, including cash dividends, by a savings institution, such as the Bank. Under the regulations, an application to and prior approval of the OTS is required prior to any capital distribution if the institution does not meet the criteria for “expedited treatment” of applications under OTS regulations (i.e., generally, examination and Community Reinvestment Act ratings in the two top categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the institution would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute, regulation or agreement with the OTS. If an application is not required, the institution must still provide prior notice to the OTS of the capital distribution if, like the Bank, it is a subsidiary of a holding company. In the event the Bank’s capital fell below its regulatory requirements or the OTS notified it that it was in need of increased supervision, the Bank’s ability to make capital distributions could be restricted. In addition, the OTS could prohibit a proposed capital distribution by any institution, which would otherwise be permitted by the regulation, if the OTS determines that such distribution would constitute an unsafe or unsound practice.

As of September 30, 2008, the Bank’s calendar year-to-date net income plus net income for the prior three calendar years totaled $7,682,900, and the Bank had the ability to pay additional dividends to the Company of up to $3,282,900 upon notice to the OTS. Dividends in excess of this amount plus additional net income earned in the future would require application to the OTS. Our ability to continue to pay dividends to stockholders at the current rate will depend on our ability to generate sufficient income and maintain sufficient capital at the Bank to continue to pay dividends to the Company.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk management is essential in operating a financial services company effectively and successfully. Risks inherent in the financial services industry include credit, operational, interest rate, market and liquidity risk. Credit risk involves the risk of uncollectible amounts due on loans. Operational risk is the risk of fraud, legal and compliance issues, processing errors, technology and disaster recovery, and breaches in business continuation and internal controls. Changes in interest rates affecting net interest income are interest rate risk. Market risk is the risk that a financial institution’s earnings and capital are adversely affected by movements in market rates and prices. The inability to fund obligations due to investors, borrowers and depositors is liquidity risk. The primary risks are credit risk and market risk.

During most of the three-month period ended September 30, 2008, despite declining short-term rates, competitive local market demand for deposits has resulted in only a modest decrease to the Bank’s cost of funds, while the yield on interest-earning assets has declined due to decreases in short-term borrowing rates along with increases in impaired loans, resulting in a decrease in interest-rate spread. The compression of interest-rate spread is a function of a flatter yield curve for much of the period. Although the yield curve has returned to a more traditional positive slope during the current quarter, there remains a lag between market rates and the re-pricing of interest-earning assets and interest-bearing liabilities. Our strategy is to keep the maturities of interest-earning assets and interest-bearing liabilities short. Our efforts are focused on mitigating the impact of the shape of the yield curve on our interest-rate spread.

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 required

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by paragraph (d) of Securities and Exchange Commission Rule 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 except as set forth in its Annual Report on Form 10-K for the year ended June 30, 2008.

Part II Other Information

Item 1. Legal Proceedings. N/A

Item 1A. Risk Factors

For information regarding the Company’s risk factors see “Risk Factors,” in the Company’s Form 10-K for the fiscal year ended June 30, 2008 filed with the Securities and Exchange Commission on September 15, 2008. As of September 30, 2008, the risk factors of the Company have not changed materially from those reported in the Form 10-K.

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otherwise be permitted by the regulation, if the OTS determines that such distribution would constitute an unsafe or unsound practice. As of September 30, 2008, the Bank’s calendar year-to-date net income plus net income for the prior three calendar years totaled $7,682,900, and the Bank had the ability to pay additional dividends to the Company of up to $3,282,900 upon notice to the OTS. Dividends in excess of this amount plus additional net income earned in the future would require application to the OTS. Our ability to continue to pay dividends to stockholders at the current rate will depend on our ability to generate sufficient income and maintain sufficient capital at the Bank to continue to pay dividends to the Company.

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 September 30, 2008:

					(c) Total
					Number of
					Shares
					Purchased as		(d) Maximum Number
	(a) Total				Part of		of Shares that May
	Number of		(b) Average		Publicly		Yet Be Purchased
	Shares		Price Paid		Announced Plans		Under the Plans or
Period	Purchased		per Share		or Programs		Programs
July 1 through July 31, 2008		0	$	0.00		0		265,602
August 1 through August 31, 2008		0	$	0.00		0		265,602
September 1 through September 30, 2008		0	$	0.00		0		265,602
Total		0	$	0.00		0		265,602

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 2008. The plan is renewable on an annual basis and will expire in August 2009, 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.

None.

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Part I Financial Information (continued)
Item 3

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

Page 20

Signature

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

	PVF Capital Corp. (Registrant)
Date: November 7, 2008		/s/ C. Keith Swaney
		C. Keith Swaney
		President, Chief Operating Officer and Treasurer (Only authorized officer and Principal Financial Officer)