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PVFC > SEC Filings for PVFC > Form 10-Q on 17-Feb-2009All Recent SEC Filings

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Form 10-Q for PVF CAPITAL CORP


17-Feb-2009

Quarterly Report


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 six-month period ended December 31, 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 $903.1 million as of December 31, 2008, an increase of approximately $35.7 million, or 4.1%, as compared to June 30, 2008. The Bank remained "well-capitalized" under regulatory guidelines for tier one core capital, tier one risk-based capital, and total risk-based capital with capital levels of 8.98%, 11.51% and 12.61%, respectively, at December 31, 2008.

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Part I Financial Information
Item 2
FINANCIAL CONDITION continued
During the six months ended December 31, 2008, the Company's cash and cash equivalents, which consist of cash, interest-bearing deposits and federal funds sold, increased $15.5 million, or 87.3%, 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 $17.0 million and a decrease in federal funds sold of $1.5 million. The increase in cash resulted from the maturity of $7.6 million in securities prior to the end of the period as well as the Bank's decision to maintain higher cash balances in order to bolster the Company's liquidity.
Loans receivable, net, increased by $7.6 million, or 1.1%, during the six months ended December 31, 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 December 31, 2008 and June 30, 2008:

                                              December 31,        June 30,
                                                  2008              2008
         Real estate mortgages:
         One-to-four family residential       $ 163,063,396     $ 168,532,008
         Home equity line of credit              90,295,243        87,876,182
         Multi-family residential                60,077,201        52,420,774
         Commercial                             195,142,037       174,403,925
         Commercial equity line of credit        40,993,539        36,913,491
         Land                                    70,524,085        73,544,594
         Construction - residential              53,063,858        55,442,114
         Construction - multi-family              5,393,315         5,802,842
         Construction - commercial               24,487,804        38,303,228

         Total real estate mortgages            703,040,478       693,239,158
         Non-real estate loans                   32,491,517        33,592,529

         Total loans receivable                 735,531,995       726,831,687
         Net deferred loan origination fees      (2,475,897 )      (2,685,309 )
         Allowance for loan losses              (11,000,008 )      (9,653,972 )

         Loans receivable, net                $ 722,056,090     $ 714,492,406

Park View Federal Savings Bank does not originate sub-prime loans and only originates Alt A loans for sale, without recourse, in the secondary market. All one-to-four family loans are underwritten according to agency underwriting standards. Exceptions, if any, are submitted to the loan committee for approval. Any exposure the Bank may have to these types of loans is immaterial and insignificant.
The decrease of $3.5 million in loans receivable held for sale is the result of timing differences between the origination and the sale of loans. Previously, the Company's mortgage-backed securities were classified as held-to-maturity and were carried at amortized cost. During the second quarter of the current fiscal year, management transferred these to available-for-sale and these securities are now carried at fair value. The Company sold $49.7 million of these securities previously held-to-maturity, acquired $68 million of new securities, and subsequently sold $14.7 million of the new securities. Market conditions were extraordinary during the period due to the announcement of the Federal Reserve's unprecedented actions to bolster the mortgage-backed security market.

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Part I Financial Information
Item 2
FINANCIAL CONDITION continued
The increase of $5.4 million in real estate owned is the result of the addition of 33 single-family properties, 5 parcels of land, and 3 commercial properties totaling approximately $10.8 million offset by the disposal of 27 single-family properties, two parcels of land, and 2 commercial properties totaling $5.4 million. At December 31, 2008 the Bank had 28 properties totaling $9.5 million in real estate owned. The real estate owned included 19 single-family properties, 6 parcels of land, and 2 commercial properties.
Deposits increased by $37.1 million, or 5.6%, as the result of management's decision to obtain three brokered deposits totaling $64.0 million in order to take advantage of attractive rates available as well as to improve the Bank's liquidity in a tight credit market. Advances decreased by $9.0 million as a result of the repayment of $9.0 million in short-term borrowings. The increase in advances from borrowers for taxes and insurance of $2.0 million is attributable to timing differences between the collection and payment of taxes and insurance. The increase in prepaid expenses and other assets and accrued expenses and other liabilities is primarily the result of the sale and purchase of $10.4 million and $10.3 million, respectively, of mortgage-backed securities in December 2008 with a January 2009 settlement.
RESULTS OF OPERATIONS   Three months ended December 31, 2008,
                        compared to three months ended
                        December 31, 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, the collectibility of loans, 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. During the three and six months ended December 31, 2008, the Company reported a net loss due to elevated levels of loan loss provisions and other-than-temporary impairment charges on its holdings of FNMA preferred stock. The Company's net loss for the three months ended December 31, 2008 was $2,721,500 as compared to net income of $731,800 for the prior year comparable period. This represents a decrease of $3,453,300 when compared with the prior year comparable period. Net interest income for the three months ended December 31, 2008 decreased by $812,000, or 15.4%, as compared to the prior year comparable period. This resulted from a decrease of $2,503,300, or 17.3%, in interest income partially offset by a

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Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
decrease of $1,691,300, or 18.4%, in interest expense. The decrease in net interest income was attributable to a decline of 28 basis points in the interest-rate spread for the quarter ended December 31, 2008 as compared to the prior year comparable period. 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 non-performing loans. The following table presents comparative information for the three months ended December 31, 2008 and 2007 about average balances and average yields and costs for interest-earning assets and interest-bearing liabilities (dollars in thousands).

                                            December 31, 2008                                     December 31, 2007
                               Average                            Average            Average                            Average
                               Balance         Interest          Yield/Cost          Balance         Interest          Yield/Cost
Interest-earning assets

Loans (1)                     $ 727,166        $  10,929                6.01 %      $ 726,626        $  13,184                7.26 %
Mortgage-backed
securities                       57,190              687                4.81 %         25,043              314                5.01 %
Investments and other            51,277              347                2.71 %         78,123              969                4.96 %


Total interest-earning
assets                          835,633           11,963                5.73 %        829,792           14,467                6.97 %


Non-interest-earning
assets                           68,513                                                60,723


Total Assets                  $ 904,146                                             $ 890,515


Interest-bearing
liabilities

Deposits                      $ 697,093        $   6,249                3.59 %      $ 655,425        $   7,411                4.52 %
Borrowings                       83,855              913                4.36 %        105,365            1,404                5.33 %
Subordinated debt                20,000              347                6.94 %         20,000              386                7.72 %


Total interest-bearing
liabilities                     800,948            7,509                3.75 %        780,790            9,201                4.71 %


Non-interest-bearing
liabilities                      36,199                                                37,851


Total liabilities             $ 837,147                                             $ 818,641

Retained earnings                66,999                                                71,874


Total liabilities and
R.E.                          $ 904,146                                             $ 890,515


Net interest income                            $   4,454                                             $   5,266


Interest-rate spread                                                    1.98 %                                                2.26 %


Yield on
interest-earning assets                                                 2.13 %                                                2.54 %


Interest-earning assets
to interest-bearing
liabilities                      104.33 %                                              106.28 %

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

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Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
For the three months ended December 31, 2008, a provision for loan losses of
$3,641,000 was recorded, while a provision for loan losses of $82,000 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. The allowance for loan losses consists of a specific
component and a general component.
Following is a breakdown of our valuation allowances:

                                        December 31, 2008       June 30, 2008
        General valuation allowance    $         7,763,433     $     6,315,252
        Specific valuation allowance             3,236,575           3,338,720

        Total valuation allowance      $        11,000,008     $     9,653,972

Management's approach includes establishing a specific valuation allowance by evaluating individual non-performing loans for probable losses based on a systematic approach involving estimating the realizable value of the underlying collateral. Additionally, management established a general valuation allowance for pools of performing loans segregated by collateral type. For the general valuation allowance, 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. The loan portfolio is segregated into categories based on collateral type and a loss factor is applied to each category. The initial basis for each loss factor is the Company's loss experience for each category. Historical loss percentages are calculated and adjusted by taking charge-offs in each risk category during the past 12 months and dividing the total by the average balance of each category. The Bank's historical charge-offs, prior to fiscal 2008, are limited and the application of historical charge-offs per our formula resulted in extremely small historical loss factors at June 30, 2008 and September 30, 2008. In the quarter ended December 31, 2008, since charge-off activity has increased, the historical loss factors were revised to reflect the most current twelve month rolling average. Presently, we are updating our historical loss percentages on a monthly basis using a 12 month rolling average. 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 current period provision for loan losses reflects the impact on the loss factors applied to pools of performing loans due to the recent increase in the Company's historical loss experience.

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Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
The following table provides statistical measures of non-performing assets:

December 31, June 30, 2008 2008

(Dollars in thousands)

Loans on non-accruing status (1):
Real estate mortgages:
One-to-four family residential $ 9,728 $ 6,453 Commercial 4,616 3,001 Multi-family residential 291 152 Construction and land 17,057 12,350 Non real estate 1,128 533

Total loans on non-accrual status: $ 32,820 $ 22,489

Ratio of non-performing loans to total loans 4.52 % 3.09 %

Other non-performing assets (2) $ 9,502 $ 4,065

Total non-performing assets $ 42,322 $ 26,554

Total non-performing assets to total assets 4.69 % 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 December 31, 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 sub-prime borrowers and the resulting contraction of residential credit available to all but the most credit worthy 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, Ohio 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 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 $32.8 million and $22.5 million in non-accruing loans at December 31, 2008 and June 30, 2008, $23.1 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

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Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
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 December 31, 2008 and June 30, 2008 of $2,154,026 and $2,792,048, respectively. At June 30, 2008 certain land and construction loans not included in non-accrual loans were considered to be impaired. Since June 30, these loans were designated as non-accrual. For this reason, the dollar amount of impaired loans did not change significantly from June 30 to December 30, despite the increase in non-accrual loans identified as impaired. Certain impaired loans were charged-off in six month period ended December 31, 2008. Loans newly identified as impaired were generally determined to be adequately collateralized. 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 $917,907 and $453,470 for these loans as of December 31, 2008 and June 30, 2008, respectively.
There are $2.7 million and $3.0 million in performing loans for which we have established specific loan loss reserves as of December 31, 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 $164,642 and $93,202 for these loans as of December 31, 2008 and June 30, 2008, respectively.
For the three months ended December 31, 2008, non-interest income increased by $345,600, or 41.4%, from the prior year comparable period. This resulted primarily from a gain on the sale of mortgage-backed securities of $665,900 and an increase in income from mortgage-banking activities of $94,500. As described earlier, during the current period the Company reclassified is mortgage-backed securities portfolio from held-to-maturity to available-for-sale and sold some securities, resulting in realized gains during the period. These increases were partially offset by decreases in earnings on bank-owned life insurance ("BOLI") of $270,600, service and other fees of $28,200, an impairment charge of $102,400 from the markdown in value of preferred stock issued by the Federal Home Loan Mortgage Corporation ("FHLMC") and the Federal National Mortgage Association ("FNMA"), and in other, net of $13,600.
The gain on the sale of mortgage-backed securities is the result of sharply declining market rates that resulted in an opportunity for the Bank to sell mortgage-backed securities at an attractive market premium.
The increase of $94,500 in mortgage banking activities is primarily the result of a fair value adjustment recorded to income for the Company's loans held for sale. the Company elected to account for these at fair value beginning July 1, 2008. 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 decline in earnings on BOLI is the result of the Bank transferring the balances held in separate accounts from investment in mortgage-backed securities to money market accounts because of market volatility. The earnings of the money market account were insufficient to offset the cost of the insurance.

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Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
Non-interest expense for the three months ended December 31, 2008 increased by $989,900, or 19.7%, from the prior year comparable period. This resulted from an increase in compensation and benefits of $385,700, and an increase in other non-interest expense of $718,400, partially offset by a decrease in office occupancy and equipment of $114,200.
The increase in compensation and benefits is due to a severance accrual and other employee costs. The increase in other non-interest expense was primarily the result of increases in the cost of FDIC insurance due to higher assessment rates charged on deposits, real estate owned expenses attributable to the maintenance of properties acquired through foreclosure, and outside services. The federal income tax provision for the three-month period ended December 31, 2008 represented an effective rate of a negative 32.3% for the current period compared to an effective rate of 26.3% 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. RESULTS OF OPERATIONS Six months ended December 31, 2008, compared to six months ended December 31, 2007.

The Company's net loss for the six months ended December 31, 2008 was $3,622,800 as compared to net income of $1,342,800 for the prior year comparable period. This represents a decrease of $4,965,600 when compared with the prior year comparable period.
Net interest income for the six months ended December 31, 2008 decreased by $1,365,900, or 12.3%, as compared to the prior year comparable period. This resulted from a decrease of $5,304,300, or 17.8%, in interest income partially offset by a decrease of $3,938,400, or 21.1%, in interest expense. The decrease in net interest income was attributable to a decline of 22 basis points in the interest-rate spread for the six month period ended December 31, 2008 as compared to the prior year comparable period. 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 non-performing loans.
The following table presents comparative information for the six months ended December 31, 2008 and 2007 about average balances and average yields and costs for

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