PVF CAPITAL CORP
10-Q, 1997-05-09
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C.  20552

                                    FORM 10-Q


[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1997.

[ ]  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)

         United States                      34-1659805           
- ------------------------------------------------------------------
(State or other jurisdiction of           (I.R.S. Employer
  incorporation or organization)           Identification No.)

     25350 Rockside Road, Bedford Heights, Ohio        44146     
- ------------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)

                          (216) 439-2200               
- ------------------------------------------------------------------
      (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  X     NO    
                                              ---       ---
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                    2,323,338               
- -----------------------------          ----------------------------------
          (Class)                       (Outstanding at April 30, 1997)


<PAGE>

                                PVF CAPITAL CORP.


                                      INDEX

                                                                           PAGE

Part I         Financial Information

  Item 1       Financial Statements

               Consolidated Statements of Financial
               Condition, March 31, 1997 (unaudited) 
               and June 30, 1996.                                            1

               Consolidated Statements of Operations for
               the three and nine months ended March 31,
               1997 and 1996 (unaudited).                                    2

               Consolidated Statements of Cash Flows for
               the nine months ended March 31, 1997 and
               1996 (unaudited).                                             3

               Notes to Consolidated Financial
               Statements (unaudited).                                       4

  Item 2       Management's Discussion and Analysis of        
               Financial Condition and Results of
               Operations                                                    6

Part II        Other Information                                            11


<PAGE>

PART 1 FINANCIAL INFORMATION
ITEM 1


                        PVF CAPITAL CORP.
         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


<TABLE>
<CAPTION>


                                                                        MARCH 31,         JUNE 30,
                              ASSETS                                      1997              1996
                             --------                                -------------      -----------
                                                                       (UNAUDITED)
<S>                                                                  <C>                <C>
                                                                    
Cash and amounts due from depository institutions                      $2,294,588        $6,670,604
Interest bearing deposits                                                 242,640           244,612
Federal funds sold                                                      2,375,000         6,875,000
Investment securities, at cost                                         13,995,037        14,094,100
Loans receivable, net                                                 328,707,615       278,318,945
Loans receivable available for sale, net                                1,471,217        11,203,705
Mortgage-backed securities held to maturity, net                          507,356           637,022
Mortgage-backed securities available for sale, net                              0         7,613,365
Office properties and equipment, net                                    1,942,549         2,571,566
Real estate owned                                                          53,983                 0
Real estate in development                                                904,785           854,891
Investment required by law                                          
   Stock in the Federal Home Loan Bank of Cincinnati                    2,483,790         1,880,000
Prepaid expenses and other assets                                       1,272,099           670,271
                                                                    
                                                                     -------------     ------------
Total Assets                                                         $356,250,659      $331,634,081
                                                                     -------------     ------------
                                                                     -------------     ------------
                                                                    
                                                                    
             LIABILITIES AND STOCKHOLDERS' EQUITY                   
             ------------------------------------                   
                                                                    
Liabilities                                                         
   Deposits                                                          $273,553,281      $271,045,085
   Advances from the Federal Home Loan Bank of Cincinnati              48,924,914        27,481,651
   Notes payable                                                        2,410,000         2,710,000
   Advances from borrowers for taxes and insurance                      2,642,177         4,205,151
   Accrued expenses and other liabilities                               3,701,501         3,718,536
                                                                    
                                                                     -------------      -----------
Total Liabilities                                                     331,231,873       309,160,423
                                                                    
                                                                    
Stockholders' Equity                                                
   Serial preferred stock, none issued                                                            0
   Common stock                                                            23,233            23,233
   Paid in capital                                                      9,995,918         9,995,918
   Retained earnings-substantially restricted                          14,999,635        12,608,775
   Unrealized market adjustment on available for sale securities                0          (154,268)
                                                                    
                                                                     -------------      -----------
Total Stockholders' Equity                                             25,018,786        22,473,658
                                                                    
                                                                     -------------      -----------
Total Liabilities and Stockholders' Equity                           $356,250,659      $331,634,081
                                                                     -------------      -----------
                                                                     -------------      -----------


</TABLE>


See accompanying notes to consolidated financial statements.

                                        PAGE 1

<PAGE>

PART 1 FINANCIAL INFORMATION
ITEM 1
                               PVF CAPITAL CORP.
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED               NINE MONTHS ENDED
                                                                         MARCH 31,                          MARCH 31,
                                                                ----------------------------    ---------------------------
                                                                      1997           1996            1997           1996
<S>                                                              <C>              <C>            <C>            <C>

Interest income
   Loans                                                           $7,412,874     $6,450,807     $21,715,444    $18,798,716
   Mortgage-backed securities                                           9,837         14,942         275,304        130,652
   Cash and investment securities                                     310,403        304,461         941,006      1,614,839

                                                                   ----------     ----------     -----------    -----------
      Total interest income                                         7,733,114      6,770,210      22,931,754     20,544,207
                                                                   ----------     ----------     -----------    -----------
Interest expense
   Deposits                                                         3,472,768      3,685,846      10,458,590     11,496,205
   Borrowings                                                         660,824        124,909       1,790,062        414,398

                                                                   ----------     ----------     -----------    -----------
      Total interest expense                                        4,133,592      3,810,755      12,248,652     11,910,603
                                                                   ----------     ----------     -----------    -----------

      Net interest income                                           3,599,522      2,959,455      10,683,102      8,633,604

Provisions for loan losses                                            107,000         23,000         107,000        417,000
                                                                   ----------     ----------     -----------    -----------

      Net interest income after provision for loan losses           3,492,522      2,936,455      10,576,102      8,216,604
                                                                   ----------     ----------     -----------    -----------

Noninterest income, net
   Service and other fees                                             114,441         93,910         356,033        317,914
   Mortgage banking activities, net                                   313,666        269,622         501,979        752,649
   Other, net                                                          36,138         18,444         135,078        215,722
                                                                   ----------     ----------     -----------    -----------
      Total noninterest income, net                                   464,245        381,976         993,090      1,286,285
                                                                   ----------     ----------     -----------    -----------

Noninterest expense
   Compensation and benefits                                        1,119,916        971,021       3,286,005      2,878,791
   Office, occupancy, and equipment                                   411,508        356,874       1,202,793      1,070,409
   Federal deposit insurance special assessment                             0              0       1,707,867              0
   Other                                                              565,524        599,850       1,723,369      1,756,666
                                                                   ----------     ----------     -----------    -----------
       Total noninterest expense                                    2,096,948      1,927,745       7,920,034      5,705,866
                                                                   ----------     ----------     -----------    -----------

       Income before federal income tax provision                   1,859,819      1,390,686       3,649,158      3,797,023

Federal income tax provision                                          637,949        458,000       1,256,949      1,193,600

                                                                   ----------     ----------     -----------    -----------
       Net income                                                  $1,221,870       $932,686      $2,392,209     $2,603,423

Net income per share                                                    $0.49          $0.37           $0.96          $1.05
                                                                        =====          =====           =====          =====

</TABLE>

See accompanying notes to consolidated financial statements.

                                       PAGE 2



<PAGE>

PART 1 FINANCIAL INFORMATION
ITEM 1

                               PVF CAPITAL CORP.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                  NINE MONTHS ENDED
                                                                                                     MARCH 31ST
                                                                                        --------------------------------
                                                                                              1997              1996
                                                                                        ----------------   -------------
<S>                                                                                       <C>               <C>
OPERATING ACTIVITIES
  
  Net income                                                                               $2,392,209        $2,603,423
  Adjustments to reconcile net income to net cash provided by operating activities
     Accretion of discount on marketable securities                                              (937)          (25,163)
     Depreciation and amortization                                                            353,947           360,969
     Provision for losses on loans, net                                                       107,000           417,000
     Provision for lower of cost or market adjustment loans available for sale                 81,930            68,690
     Accretion of unearned discount and deferred loan origination fees, net                (1,111,012)       (1,114,059)
     Gain on loans available for sale, net                                                   (347,241)         (441,230)
     Loss on mortgage-backed securities available for sale, net                                65,086            23,582
     Gain on investment securities available for sale, net                                          0           (74,721)
     Change in accrued interest on investments, loans, and borrowings, net                   (235,753)         (108,292)
     Change in other assets and other liabilities, net                                     (2,242,551)       (1,416,272)
     Change in loans receivable available for sale, net                                     9,997,799           866,768

                                                                                        -------------      ------------
       Net cash provided by operating activities                                            9,060,477         1,160,695
                                                                                        -------------      ------------

INVESTING ACTIVITIES
     Loan and mortgage-backed securities repayments and originations, net                 (54,030,566)      (39,781,940)
     Proceeds from mortgage-backed securities available for sale                           12,738,470           855,477
     Purchase of investment securities                                                              0       (19,298,788)
     Investment securities maturities                                                         100,000        41,491,590
     Sale of investment securities available for sale                                               0        10,007,188
     FHLB stock purchases dividends, net                                                     (603,790)          (91,835)
     Office properties and equipment (purchases) sales, net                                   275,070          (282,348)
     Additions to real estate in development, net                                             (49,894)           55,442

                                                                                        -------------      ------------
       Net cash provided by (used in) investing activities                                (41,570,710)       (7,045,214)
                                                                                        -------------      ------------

FINANCING ACTIVITIES
     Net increase in demand deposits, NOW, and passbook savings                            (1,183,665)        3,115,356
     Net increase (decrease) in time deposits                                               3,673,996        (4,811,413)
     Net increase (decrease) FBHL advances                                                 21,443,263         2,500,000
     Proceeds from (payments on) note payable                                                (300,000)        1,010,000
     Stock options exercised                                                                        0            25,000
     Cash paid in lieu of fractional shares                                                    (1,349)           (1,098)

                                                                                        -------------      ------------
       Net cash provided by (used in) financing activities                                 23,632,245         1,837,845
                                                                                        -------------      ------------

Net increase (decrease) in cash and cash equivalents                                       (8,877,988)       (4,046,674)

Cash and cash equivalents at beginning of period                                           13,790,216        12,618,580
                                                                                        -------------      ------------
Cash and cash equivalents at end of period                                                 $4,912,228        $8,571,906
                                                                                        -------------      ------------
                                                                                        -------------      ------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                 PAGE 3


<PAGE>


PART I FINANCIAL INFORMATION
ITEM I


                                PVF CAPITAL CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 1997 AND 1996
                                   (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, 1996 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 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 and nine months ended March 31, 1997 are 
not necessarily indicative of the results to be expected for the entire year 
ending June 30, 1997.  The results of operations for PVF Capital Corp. ("PVF" 
or the "Company") for the periods being reported have been derived primarily 
from the results of operation of Park View Federal Savings Bank (the "Bank"). 
PVF Capital Corp.'s common stock is traded on the NASDAQ SMALL-CAP ISSUES 
under the symbol PVFC.
 
2.   Legislation was signed into law on September 30, 1996 to recapitalize 
the Savings Association Insurance Fund ("SAIF") that required SAIF-insured 
savings institutions to pay a one-time special assessment of 65.7 cents for 
every $100 of deposits.  This assessment was charged against earnings for the 
quarter ended September 30, 1996 and resulted in a pre-tax charge to the 
Company of approximately $1,708,000 and is reflected in the Statement of 
Operation for the nine-month period ended March 31, 1997.  This assessment 
was paid on November 27, 1996.  The FICO SAIF assessment beginning January 1, 
1997 is expected to be 6.48 basis points annually. 

3.   Cash and cash equivalents consist of the following:

                                           March 31, 1997     June 30, 1996
                                           --------------     -------------

Cash and amounts due from depository                                      
 institutions                                 $ 2,294,588       $ 6,670,604
Interest-bearing deposits                         242,640           244,612
Federal funds sold                              2,375,000         6,875,000
                                              -----------       -----------
                                              $ 4,912,228       $13,790,216
                                              -----------       -----------
                                              -----------       -----------

4.  In June 1996, the Financial Accounting Standards Board (FASB) issued SFAS 
No. 125, Accounting for Transfers and Servicing of Financial Assets and 
Extinguishments of Liabilities.  SFAS No. 125 establishes the accounting for 
certain financial asset transfers, including securitization transactions, and 
became effective for transactions entered into on or after January 1, 1997. 
This standard supersedes SFAS No. 76, SFAS No. 77 and SFAS No. 122 and amends 
SFAS No. 115 and SFAS No. 65.  The implementation of SFAS No. 125 did not 
have a material impact on the Company's consolidated financial position or 
results of operations.

                                     PAGE 4

<PAGE>

PART I FINANCIAL INFORMATION
ITEM I


5.   In February 1997, the FASB issued SFAS No. 128, Earnings per Share which 
supersedes Accounting Principles Board (APB) No. 15, Earnings per Share and 
replaces the presentation of primary and fully diluted earnings per share 
with basic and diluted earnings per share.  SFAS No. 128 was issued to 
simplify the computation of earnings per share and make the U.S. standard 
more compatible with the earnings per share standards of other countries and 
that of the International Accounting Standards Committee (IASC).  SFAS 
No. 128 is effective for financial statements for both interim and annual 
periods ending after December 15, 1997.  Earlier application is not 
permitted, however, pro forma earnings per share is permitted for periods 
prior to required adoption.  The following table discloses pro forma EPS 
pursuant to SFAS No. 128 for the three and nine months ended March 31, 1997 
and March 31, 1996.


<TABLE>
<CAPTION>
                                         Three months ended March 31
                                         1997                              1996                     
                         -------------------------------------   -------------------------------------
                           Income       Shares      Per-Share      Income       Shares      Pre-Share
                         (Numerator) (Denominator)   Amount      (Numerator) (Denominator)  Amount
                         ----------- -------------  ----------   ----------- -------------   --------
<S>                      <C>          <C>           <C>          <C>         <C>           <C>
BASIC EPS
 Income available to
  common stockholders    $1,221,870    2,323,338     $ 0.53      $932,686     2,323,338     $ 0.40


EFFECT OF DILUTIVE SECURITIES
 Stock options                           164,891       0.04                     164,891       0.03


DILUTED EPS
 Income available to
  common stockholders     $1,221,870   2,488,229     $ 0.49       $932,686    2,488,229     $ 0.37

</TABLE>

<TABLE>
<CAPTION>
                                         Nine months ended March 31

                                         1997                            1996                         
                          -------------------------------------   -------------------------------------
                             Income     Shares      Per-Share     Income      Shares        Per-share
                           (Numerator) (Denominator) Amount      (Numerator) (Denominator)    Amount
                          ----------- -------------  ----------   ----------- -------------   --------
<S>                       <C>          <C>           <C>          <C>         <C>             <C>
BASIC EPS
 Income available to
  common stockholders     $2,392,209    2,323,338   $ 1.03        $2,603,423  2,323,338     $ 1.12


EFFECT OF DILUTIVE SECURITIES
 Stock options                            164,891     0.07                      164,891       0.07


DILUTED EPS
 Income available to
  common stockholders      $2,392,209   2,488,229   $ 0.96        $2,603,423  2,488,229    $ 1.05
</TABLE>

                                     PAGE 5


<PAGE>


PART I FINANCIAL INFORMATION
ITEM 2


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis discusses changes in financial condition and results 
of operations at and for the three-month and nine-month periods ended 
March 31, 1997 for PVF Capital Corp ("PVF" or the "Company") and Park View 
Federal Savings Bank (the "Bank"), its principal and wholly-owned subsidiary.

FORWARD-LOOKING STATEMENTS

When used in this Form 10-Q, the words or phrases "will likely result", are 
expected to", "will continue", "is anticipated", "estimate", "project" or 
similar expressions are intended to identify "forward-looking statements" 
within the meaning of the Private Securities Litigation Reform Act of 1995.  
Such statements are subject to certain risks and uncertainties including 
changes in economic conditions in the Company's market area, changes in 
policies by regulatory agencies, fluctuations in interest rates, demand for 
loans in the Company's market area and competition, that could cause actual 
results to differ materially from historical earnings and those presently 
anticipated or projected.  The Company wishes to caution readers not to place 
undue reliance on any such forward-looking statements, which speak only as of 
the date made.  The Company wishes to advise readers that the factors listed 
above could affect the Company's financial performance and could cause the 
Company's actual results for future periods to differ materially from any 
opinions or statements expressed with respect to future periods in any 
current statements.

The Company does not undertake, and specifically disclaims any obligation, to 
publicly release the results of any revisions which may be made to any 
forward-looking statements to reflect events or circumstances after the date 
of such statements or to reflect the occurrence of anticipated or 
unanticipated events.

FINANCIAL CONDITION

Consolidated assets of PVF were $356.3 million as of March 31, 1997, an 
increase of approximately $24.6 million or 7.4% as compared to June 30, 1996. 
The Bank remained in regulatory capital compliance for tangible, core, and 
risk-based capital on a fully phased-in basis with capital levels of 7.34%, 
7.34% and 10.42% respectively at March 31, 1997.

During the nine months ended March 31, 1997, the Company's cash and cash 
equivalents, which consist of cash, interest-bearing deposits and federal 
funds sold, decreased $8.9 million or 64.4% as compared to June 30, 1996.  
The change in the Company's cash 



                                     PAGE 6


<PAGE>

PART I FINANCIAL INFORMATION
ITEM 2

FINANCIAL CONDITION CONTINED

and cash equivalents consisted of a decrease in cash and interest-bearing 
deposits of $4.4 million and a decrease in federal funds sold of $4.5 million.

The net $32.9 million or 11.1% increase in loans receivable and 
mortgage-backed securities, during the nine months ended March 31, 1997, 
resulted from an increase in loans receivable of $40.6 million and a decrease 
in mortgage-backed securities of $7.7 million.  The increase of $40.6 million 
in loans receivable included increases of $10.5 million in commercial loans, 
$8.5 million in land loans, $8.2 million in construction loans, $6.0 million 
in home equity loans, $5.9 million in single family mortgage loans, 
$0.8 million in installment loans, and $0.7 million in multi-family loans.  
The decrease in mortgage-backed securities of $7.7 million was the result of 
a net decrease of $7.6 million in mortgage-backed securities available for 
sale resulting from the Bank swapping $5.4 million in loans with the Federal 
Home Loan Mortgage Corporation ("FHLMC") for mortgage-backed securities and 
the sale and repayment of $12.8 million and $0.2 million in mortgage-backed 
securities available for sale, respectively, along with the repayment of $0.1 
million in mortgage-backed securities held to maturity.  

The decrease in office properties and equipment of $0.6 million was the 
result of the sale and leaseback of one of our branch offices.  The increase 
in Federal Home Loan Bank of Cincinnati stock of $0.6 million is the result 
of the purchase of $0.5 million and dividend payments received of 
$0.1 million.   The increase in prepaid expenses and other assets of 
$0.6 million is the result of a reduction in the credit balance for Federal 
Reserve Bank adjustments on NOW accounts.

During the nine months ended March 31, 1997, management decided to utilize 
attractive borrowing rates from the Federal Home Loan Bank of Cincinnati 
("FHLB") and match market savings rates on maturing deposits.  This strategy 
resulted in an increase in FHLB advances and savings deposits of 
$21.5 million and $2.5 million, respectively.  

The increase in savings deposits and FHLB advances of $24.0 million along 
with the reduction in cash and cash equivalents of $8.9 million and 
mortgage-backed securities of $7.7 million were used to fund the increase of 
$40.6 million in loans receivable.


RESULTS OF OPERATION

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 also 
includes amortization of loan origination fees, net of origination costs.


                                     PAGE 7

<PAGE>

PART I FINANCIAL INFORMATION
ITEM 2

RESULTS OF OPERATION CONTINUED

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 and mortgage-backed securities 
available for sale.  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.  In addition, net income is affected by the level of operating 
expenses and loan loss provisions.

THREE MONTHS ENDED MARCH 31, 1997,
COMPARED TO THREE MONTHS ENDED     
MARCH 31, 1996.

The Company's net income for the three months ended March 31, 1997 was 
$1,221,900.  This represents a 31.0% increase when compared with the prior 
year comparable period.  

Net interest income for the three months ended March 31, 1997 increased by 
$640,100 or 21.6%, as compared to the prior year comparable period, primarily 
due to an increase of $962,900 or 14.2% in interest income that resulted from 
an increase of $45.5 million in the average balance of the loan and 
mortgage-backed securities portfolios.  This was partially offset by a 
decrease in the average balance of the investment portfolio of $2.5 million 
and a 2 basis point increase in interest-earning assets from the prior year 
comparable period.  The average balance on deposits and advances increased by 
$40.1 million from the prior year comparable period.  This increased balance, 
offset by an 18 basis point decrease in the average cost of funds for the 
current period, resulted in an overall increase in interest expense of 
$322,800 or 8.5%.  The Company's net interest income increased due to an 
increase of 20 basis points in the Company's interest-rate spread during the 
current period as compared to the prior year comparable period, along with 
balance sheet growth in both interest-earning assets and interest-bearing 
liabilities.

For the three months ended March 31, 1997 and 1996, provision's for loan 
losses of $107,000 and $23,000, respectively, were recorded.  Provisions are 
based on management's analysis of the various factors which affect the loan 
portfolio and management's desire to maintain the allowance for loan losses 
at a level considered adequate to provide for probable future loan losses.  
During the three months ended March 31, 1997 and 1996, management increased 
its unallocated reserves for loan losses, based primarily on growth of the 
loan portfolio, along with prevailing


                                     PAGE 8

<PAGE>

PART I FINANCIAL INFORMATION
ITEM 2

RESULTS OF OPERATION CONTINUED

economic conditions and other factors deemed relevant.  At March 31, 1997, 
the allowance for loan losses was $2.6 million, which represented 61.1% of 
nonperforming loans and 0.8% of net loans.

For the three months ended March 31, 1997, noninterest income increased 
$82,200 or 21.5% from the prior year comparable period.  This was primarily 
attributable to an increase of $44,000 or 16.3% in income from 
mortgage-banking activities that resulted from an increase in gains on the 
sale of loans available for sale and mortgage-backed securities available for 
sale of $63,500 from the prior year comparable period, along with a decrease 
in net servicing income of $19,500 in the current period attributable to the 
amortization of the servicing asset resulting from the application of 
FASB 122, Accounting for Mortgage Servicing Rights and amended by FASB 125, 
Accounting for Transfers and Servicing of Financial Assets and Extinguishment 
of Liabilities.  During these periods, PVF pursued a strategy of originating 
long-term, fixed-rate loans pursuant to Federal Home Loan Mortgage 
Corporation ("FHLMC") and Federal National Mortgage Association ("FNMA") 
guidelines and selling such loans to the  FHLMC or the FNMA, while retaining 
the servicing.  Loan and other fees increased by $20,500  or 21.9% from the 
prior year comparable period primarily due to increases in NOW account fee 
income.  Other noninterest income, net, increased by $17,700 or 95.9% from 
the previous year's comparable period primarily due to a gain recognized on 
the sale of real estate in the current period.

Noninterest expense for the three months ended March 31, 1997 increased by 
$169,200 or 8.8% from the prior year comparable period.  This was primarily 
the result of a $148,900 or 15.3% increase in compensation and benefits 
attributable to increased staffing, employee 401K benefits, incentive bonuses 
paid, and salary and wage adjustments.  In addition, a $54,600 or 15.3% 
increase in office occupancy was primarily attributable to the costs 
associated with the sale and leaseback of one of our branch office locations.

The federal income tax provision for the three month period ended March 31, 
1997 increased to an effective rate of 34.3% for the current period from an 
effective rate of 32.9% for the prior year comparable period.  This increase 
is due to the absence of tax statutory bad debt deductions in the current 
year versus the prior year comparable period.

NINE MONTHS ENDED MARCH 31, 1997,  
COMPARED TO NINE MONTHS ENDED     
MARCH 31, 1996.

The Company's net income for the nine months ended March 31, 1997 was 
$2,392,200.  This represents an 8.1% decrease when compared


                                     PAGE 9

<PAGE>

PART I FINANCIAL INFORMATION
ITEM 2

RESULTS OF OPERATION CONTINUED



with the prior year comparable period.  The decrease for the period is due to 
a one-time charge of approximately $1,708,000 or $1,127,000 after tax, 
representing a special assessment of 65.7 basis points on the Bank's deposits 
held as of March 31, 1995, as a result of the recently enacted legislation to 
recapitalize the Savings Association Insurance Fund.  The Company's operating 
income excluding this assessment for the nine-month period ended March 31, 
1997 was $3,519,200.  This represents a 35.2% increase when compared with the 
prior year comparable period.

Net interest income for the nine months ended March 31, 1997 increased by 
$2,049,500 or 23.7%, primarily due to an increase of $2,387,500 or 11.6% in 
interest income that resulted from an increase of $47.3 million in the 
average balance of the loan and mortgage-backed securities portfolios.  This 
was partially offset by a decrease in the average balance of the investment 
portfolio of $16.1 million and resulted in a 12 basis point increase in the 
average return on interest-earning assets from the prior year comparable 
period. The average balance on deposits and advances increased by 
$27.8 million from the prior year comparable period.  This increased balance 
offset by a 30 basis point decrease in the average cost of funds for the 
current period resulted in an overall increase in interest expense of 
$338,000 or 2.8%.  In addition to an increase of 42 basis points in the 
Bank's interest-rate spread during the current period, as compared to the 
prior year comparable period, the Bank's net interest income increased due to 
balance sheet growth in both interest-earning assets and interest-bearing 
liabilities.

For the nine months ended March 31, 1997, a provision for loan losses of 
$107,000 was recorded, while a provision of $417,000 was recorded in the nine 
months ended March 31, 1996.  Provisions are based on management's analysis 
of the various factors which affect the loan portfolio and management's 
desire to maintain the allowance for loan losses at a level considered 
adequate to provide for probable future loan losses.  During the nine months 
ended March 31, 1997 and 1996, management increased its unallocated reserves 
for loan losses based primarily on growth of the loan portfolio, along with 
prevailing economic conditions and other factors deemed relevant.  At 
March 31, 1997, the allowance for loan losses was $2.6 million, which 
represented 61.1% of nonperforming loans and 0.8% of net loans.

For the nine months ended March 31, 1997 noninterest income decreased 
$293,200 or 22.8% from the prior year comparable period.  This was primarily 
attributable to a decrease of  $250,700 or 33.3% in income from 
mortgage-banking activities that resulted from a decline in gains on the sale 
of loans available for sale and mortgage-backed securities available for sale 
of 


                                     PAGE 10

<PAGE>

PART I FINANCIAL INFORMATION
ITEM 2

RESULTS OF OPERATIONS CONTINUED

$148,700 from the prior year comparable period, along with a decrease in net 
servicing income of $102,000 in the current period attributable to the 
amortization of the servicing asset resulting from the application of 
FASB 122, Accounting for Mortgage Servicing Rights and amended by FASB 125, 
Accounting for Transfers and Servicing of Financial Assets and Extinguishment 
of Liabilities. During these periods, PVF pursued a strategy of originating 
long-term, fixed-rate loans pursuant to Federal Home Loan Mortgage 
Corporation ("FHLMC") and Federal National Mortgage Association ("FNMA") 
guidelines and selling such loans to the FHLMC or the FNMA, while retaining 
the servicing.  Other noninterest income, net, decreased by $80,600 or 37.4% 
from the previous year's comparable period, primarily due to net gains 
realized on the sale of investment securities available for sale during the 
prior period. 

Noninterest expense for the nine months ended March 31, 1997 increased by 
$2.2 million or 38.8% from the prior year comparable period.  This was 
primarily the result of the previously noted federal deposit insurance 
special assessment of $1,708,000.  In addition, a $407,200 or 14.1% increase 
in compensation and benefits was attributable to increased staffing, employee 
401K benefits, incentive bonuses paid, and salary and wage adjustments.  A 
$132,400 or 12.4% increase in office occupancy was primarily attributable to 
the costs associated with the sale and leaseback of one of our branch offices.

The federal income tax provision for the nine-month period ended March 31, 
1997 increased to an effective rate of 34.4% for the current period from an 
effective rate of 31.4% for the prior year comparable period.  This increase 
is due to the absence of tax statutory bad debt deductions in the current 
year versus the prior year comparable period.


LIQUIDITY AND CAPITAL RESOURCES

The Bank is required by federal regulations to maintain specific levels of 
"liquid" assets consisting of cash and other eligible investments.  The 
current level of liquidity required by the Office of Thrift Supervision is 5% 
of the sum of net withdrawable savings and borrowings due within one year.  
The Bank's liquidity at March 31, 1997 was 8.0%.  Management believes the 
Bank has sufficient liquidity to meet its operational needs.

Part II.  Other Information

Item 6.   Exhibits and Reports on Form 8-K

     (a)  PVF did not file any reports on Form 8-K
          during the quarter ended March 31, 1997.  


                                     PAGE 11

<PAGE>

                                    SIGNATURE

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

                                             PVF CAPITAL CORP.
                                             ------------------
                                                (Registrant)


Date:  May 9, 1997                            /s/ C. Keith Swaney         
      ------------                           -----------------------------
                                             C. Keith Swaney
                                             Vice President and Treasurer
                              


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF CONDITION AND THE STATEMENT OF OPERATION FOR THE PERIOD ENDED
DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                             JUL-01-1996
<PERIOD-END>                               MAR-31-1997
<CASH>                                           2,295
<INT-BEARING-DEPOSITS>                             243
<FED-FUNDS-SOLD>                                 2,375
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                          13,995
<INVESTMENTS-MARKET>                            13,774
<LOANS>                                        330,179
<ALLOWANCE>                                      2,636
<TOTAL-ASSETS>                                 356,251
<DEPOSITS>                                     273,553
<SHORT-TERM>                                    32,500
<LIABILITIES-OTHER>                              6,344
<LONG-TERM>                                     18,835
                                0
                                          0
<COMMON>                                            23
<OTHER-SE>                                      24,996
<TOTAL-LIABILITIES-AND-EQUITY>                 356,251
<INTEREST-LOAN>                                 21,991
<INTEREST-INVEST>                                  941
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                22,932
<INTEREST-DEPOSIT>                              10,459
<INTEREST-EXPENSE>                              12,249
<INTEREST-INCOME-NET>                           10,683
<LOAN-LOSSES>                                      107
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  7,920
<INCOME-PRETAX>                                  3,649
<INCOME-PRE-EXTRAORDINARY>                       3,649
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,392
<EPS-PRIMARY>                                     1.03
<EPS-DILUTED>                                     0.96
<YIELD-ACTUAL>                                   3.700
<LOANS-NON>                                      3,159
<LOANS-PAST>                                     1,071
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                    918
<ALLOWANCE-OPEN>                                 2,670
<CHARGE-OFFS>                                      153
<RECOVERIES>                                        12
<ALLOWANCE-CLOSE>                                2,636
<ALLOWANCE-DOMESTIC>                             2,636
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                          2,496
        

</TABLE>


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