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, 2009 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 funded a decrease in deposits and an
increase in cash and cash equivalents with repayments of loans and short-term
advances from the Federal Home Loan Bank. Additionally, the Company exchanged
cash, common stock and warrants to acquire common stock in exchange for the
cancellation of $10 million of subordinated debt.
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
$887.1 million as of September 30, 2009, a decrease of approximately
$25.1 million, or 2.8%, as compared to June 30, 2009. The Banks regulatory
capital ratios for tier one core capital, tier one risk-based capital, and total
risk-based capital were 6.70%, 8.77% and 10.03%, respectively, at September 30,
2009.
Table of Contents
Part I Financial Information
Item 2
During the three months ended September 30, 2009, the Company's cash and cash
equivalents, which consist of cash, interest-bearing deposits and federal funds
sold, increased $7.8 million, or 36.7%, as compared to June 30, 2009. The change
in the Company's cash, cash equivalents and federal funds sold consisted of
increases to cash and federal funds sold offset by a decrease to
interest-bearing deposits. The increase in cash and cash equivalents resulted
from the Bank's borrowing of a Federal Home Loan Bank advance of $10 million
dollars at the end of the quarter in order to maintain sufficient liquidity for
the origination of loans receivable held for sale and is in accordance with the
Bank's decision to maintain higher cash balances in order to bolster the
Company's liquidity.
Mortgage-backed securities available for sale decreased by $3.5 million as the
result of the purchase of $1.5 million in mortgage-backed securities, the
principal repayment of $6.0 million, and a positive market valuation adjustment
of $1.0 million for securities held for sale.
Securities held to maturity increased by $7.0 million during the three months
ended September 30, 2009 as a result of the Bank purchasing agency securities
for investment and to pledge as collateral against the repurchase agreement.
Loans receivable, net, decreased by $15.2 million, or 2.3%, during the three
months ended September 30, 2009. The decrease in loans receivable included
decreases to multi-family residential, land, commercial equity line of credit,
construction residential, construction multi-family, construction commercial
loans, and consumer loans, partially offset by increases to one-to-four family,
commercial, and home equity line of credit loans. The increase to commercial
real estate loans was primarily the result of commercial construction loans
converted to permanent financing.
Following is a breakdown of loans receivable at September 30, 2009 and June 30,
2009:
September 30, June 30,
2009 2009
Real estate mortgages:
One-to-four family residential $ 160,353,613 $ 158,955,714
Home equity line of credit 88,946,898 88,406,791
Multi-family residential 56,749,908 58,568,073
Commercial 195,256,770 192,114,887
Commercial equity line of credit 44,181,563 46,286,802
Land 60,308,532 60,922,130
Construction - residential 32,656,177 39,237,333
Construction - multi-family 4,944,559 5,211,399
Construction - commercial 16,684,318 20,381,398
Total real estate mortgages 660,082,338 670,084,527
Non-real estate loans 26,881,146 32,155,056
Total loans receivable 686,963,484 702,239,583
Net deferred loan origination fees (1,915,363 ) (2,296,349 )
Allowance for loan losses (31,823,982 ) (31,483,205 )
Loans receivable, net $ 653,224,139 $ 668,460,029
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Table of Contents
Part I Financial Information
Item 2
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 $20.6 million in loans receivable held for sale is the result of
timing differences between the origination and the sale of loans.
Real estate owned activity for the current three month period consisted of the
addition of 4 single-family properties and one commercial property totaling
approximately $1.7 million offset by the disposal of 10 single-family
properties, one parcel of land, and 2 commercial properties that had a carrying
amount totaling $1.7 million. The Bank incurred a loss of approximately $90,000
on the disposition of these properties. At September 30, 2009 the Bank had 39
properties totaling $11.6 million in real estate owned. The real estate owned
included 21 single-family properties, 13 parcels of land, and 5 commercial
properties.
Deposits decreased by $28.0 million, or 3.9%, primarily as a result of the
maturity of $25.0 million in brokered deposits partially offset by modest
increases to retail certificates of deposit and other transactional accounts.
The increase of $10.0 million in short-term advances from the Federal Home Loan
Bank of Cincinnati was the result of the Bank borrowing funds to maintain
sufficient liquidity for the origination of loans receivable held for sale.
The decrease in subordinated debentures is the result of the previously
mentioned transaction in which the Company entered into an exchange agreement
whereby the Company paid $500,000 in cash, and issued $500,000 in common stock
and warrants valued at $800,000 in exchange for the cancellation of
$10.0 million of the Trust Preferred Obligation of PVF Capital Trust I. This
transaction resulted in a pretax gain of $8.6 million.
The increase in advances from borrowers for taxes and insurance of $2.5 million
is attributable to timing differences between the collection and payment of
taxes and insurance.
Table of Contents
Part I Financial Information
Item 2
RESULTS OF OPERATIONS
Three months ended September 30, 2009,
compared to three months ended
September 30, 2008.
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.
The Company's net income for the three months ended September 30, 2009 was
$4,199,900 as compared to a loss of $901,200 for the prior year comparable
period. This represents an increase of $5,101,100 when compared with the prior
year comparable period. The primary reason the Company was profitable for the
period was a gain on an exchange the Company entered into during the period,
resulting in the cancellation of $10 million of subordinated debt.
Net interest income for the three months ended September 30, 2009 decreased by
$826,400, or 15.6%, as compared to the prior year comparable period. This
resulted from a decrease of $2,493,500, or 20.0%, in interest income partially
offset by a decrease of $1,667,100, or 23.2%, in interest expense. The decrease
in net interest income was attributable to a decline of 39 basis points in the
interest-rate spread for the quarter ended September 30, 2009 as compared to the
prior year comparable period. The decrease in interest-rate spread resulted from
increases in nonperforming loans in addition to lower market rates on interest
earning assets.
Table of Contents
Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
The following table presents comparative information for the three months ended
September 30, 2009 and 2008 about average balances and average yields and costs
for interest-earning assets and interest-bearing liabilities (dollars in
thousands).
September 30, 2009 September 30, 2008
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
Interest-earning assets
Loans (1) $ 732,889 $ 9,157 5.00 % $ 721,682 $ 11,412 6.33 %
Mortgage-backed
securities 58,866 663 4.51 % 54,994 700 5.09 %
Investments and other 37,548 177 1.89 % 39,157 379 3.87 %
Total interest-earning
assets 829,303 9,997 4.82 % 815,833 12,491 6.12 %
Non-interest-earning
assets 60,342 70,627
Total Assets $ 889,645 $ 886,460
Interest-bearing
liabilities
Deposits $ 689,037 $ 4,358 2.53 % $ 676,187 $ 5,943 3.52 %
Borrowings 90,042 912 4.05 % 87,553 920 4.20 %
Subordinated debt 16,957 250 5.90 % 20,000 325 6.50 %
Total interest-bearing
liabilities 797,412 5,520 2.77 % 783,740 7,188 3.67 %
Non-interest-bearing
liabilities 38,366 33,127
Total liabilities $ 837,445 $ 816,867
Shareholders' equity 52,200 69,593
Total liabilities and
shareholders' equity $ 889,645 $ 886,460
Net interest income $ 4,477 $ 5,303
Interest-rate spread 2.05 % 2.46 %
Yield on
interest-earning assets 2.16 % 2.60 %
Interest-earning assets
to interest-bearing
liabilities 104.00 % 104.09 %
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(1) Non-accruing
loans are
included in
the average
loan
balances for
the periods
presented.
Table of Contents
Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
For the three months ended September 30, 2009, a provision for loan losses of
$1,760,000 was recorded, while a provision for loan losses of $691,000 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 the valuation allowances:
September 30, 2009 June 30, 2009
General valuation allowance $ 14,927,162 $ 15,071,653
Specific valuation allowance 16,896,743 16,411,552
Total valuation allowance $ 31,823,905 $ 31,483,205
|
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
historical loss experience, trends based on changes to non-performing loans and
foreclosure activity, and a 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 as transfers from the general reserve
to the specific reserve, indicating a loss has been incurred, for each risk
category during the past 12 months and dividing the total by the average balance
of each category. Presently, historical loss percentages are updated on a
monthly basis using a 12-month rolling average. Subjective adjustments are made
to the Bank's historical experience when deemed necessary by management.
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.
The Company continues to aggressively review and monitor its loan portfolio.
This review involves analyzing all large borrowing relationships, delinquency
trends, and loan collateral valuation in order to identify impaired loans. This
analysis is performed so that management can identify all troubled loans and
loan relationships as well as deteriorating loans and loan relationships. As a
result of this review detailed action plans are developed to either resolve or
liquidate the loan and end the borrowing relationship.
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Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
The following table provides statistical measures of non-performing assets:
September 30, June 30,
2009 2009
(Dollars in thousands)
Loans on non-accruing status (1):
Real estate mortgages:
One-to-four family residential $ 16,494 $ 15,551
Commercial 16,294 13,140
Multi-family residential (2) 371 371
Construction and land (2) 40,710 39,757
Non real estate 1,042 943
Total loans on non-accrual status: $ 74,911 $ 69,762
Ratio of non-performing loans to total loans 10.90 % 10.03 %
Other non-performing assets (3) $ 11,569 $ 11,608
Total non-performing assets $ 86,480 $ 81,370
Total non-performing assets to total assets 9.75 % 8.92 %
(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) Two loans
totaling
$3,308,500
were
reclassified
from
multi-family
residential to
construction
and land for
the period
ended June 30,
2009.
(3) Other
non-performing
assets
represent
property
acquired by
the Bank
through
foreclosure or
repossession.
The levels of non-accruing loans at June 30, 2009 and September 30, 2009 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,
the Company's 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 $74.9 million and $69.8 million in non-accruing loans at September 30,
2009 and June 30, 2009, $58.4 million and $58.6 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 collection of loan
principal was in doubt, specific loss reserves were established. The evaluation
of the underlying collateral included a consideration of the potential impact of
erosion in real estate values due to poor
Table of Contents
Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
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 this process,
specific loss reserves were established related to these loans outstanding at
September 30, 2009 and June 30, 2009 of $12,339,379 and $12,684,241,
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, specific loan loss reserves of $3.1 million and
$2.1 million were established for these loans as of September 30, 2009 and
June 30, 2009, respectively.
There are $15.6 million and $4.4 million in performing loans for which the
Company has established specific loan loss reserves as of September 30, 2009 and
June 30, 2009. 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,
specific loan loss reserves of $1.5 million and $1.6 million were established
for these loans as of September 30, 2009 and June 30, 2009, respectively.
For the three months ended September 30, 2009, non-interest income increased by
$10,905,000 from the prior year comparable period. This resulted primarily from
the Company entering into an exchange agreement whereby the Company paid
$500,000 in cash, and issued $500,000 in common stock and warrants valued at
$800,000 in exchange for the cancellation of $10.0 million of the Trust
Preferred Obligation of PVF Capital Trust I. This transaction resulted in a
pretax gain of $8,561,500. In addition, income from mortgage banking activities
increased by $597,000 as a result of increased loan refinance activity resulting
from cyclically low market rates in the current period. In the three month
period ended September 30, 2008, the Company recorded an impairment loss on
FHLMC and FNMA preferred stock totaling $1,738,800. Other, net increased by
129,700 primarily due to income generated by the Company's partnership interest
in a Title Company. These increases were partially offset by increases to losses
on real estate owned of $76,700, and declines in income on bank-owned life
insurance ("BOLI") of $32,500, and service and other fees of $12,700.
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 for most of
the current period. The Bank was able to restructure its investment in BOLI in
the current three month period, transferring the balances from money market
accounts into separate accounts generating earnings in excess of the cost of
insurance.
Table of Contents
Part I Financial Information
Item 2
RESULTS OF OPERATIONS continued
Non-interest expense for the three months ended September 30, 2009 increased by
$1,300,500, or 26.3%, from the prior year comparable period. This resulted from
an increase in outside services of $777,400, federal deposit insurance of
$374,300, and an increase in real estate owned expense of $593,300, partially
offset by decreases in compensation and benefits of 316,300, office occupancy
and equipment of $28,500 and other, net of $99,700.
The increase in outside services is due to increased consulting fees. The
increase in the cost of FDIC insurance is due to a change in risk rating for the
Bank and higher assessment rates charged on deposits, while the increase to real
estate owned expense is attributable to the acquisition and maintenance of
properties acquired through foreclosure.
The federal income tax provision for the three-month period ended September 30,
2009 represented an effective rate of 33.8% for the current period compared to a
negative effective rate of 34.0% for the prior year comparable period.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity measures its ability to generate adequate amounts of
funds to meet its cash needs. Adequate liquidity guarantees that sufficient
funds are available to meet deposit withdrawals, fund loan commitments, purchase
securities, maintain adequate reserve requirements, pay operating expenses,
provide funds for debt service, pay dividends to stockholders and meet other
general commitments in a cost-effective manner. The 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. The Company's most liquid assets are
cash and cash equivalents. The levels of these assets are dependent on the
Company's operating, financing, lending and investing activities during any
given period. Additional sources of funds include lines of credit available from
the FHLB.
. . .