##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2008.
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number 0-24948
 PVF
Capital Corp.
  Ohio
    
    34-1659805(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 30000 Aurora Road, Solon, Ohio
    
    44139(Address of principal executive offices)
    
    (Zip Code)
 
  
   þ o
  Large accelerated filer o
    
    Accelerated
filer þ
    
    Non-accelerated
filer o
    
    Smaller reporting
company þ(Do not check if a smaller reporting company)
  o þ
  Common Stock, $0.01 Par Value
    
    7,773,823(Class)
    
    (Outstanding at May 2, 2008)




---



##### 



PVF CAPITAL CORP.
  PagePart I
    
    Financial InformationItem 1
    
    Financial StatementsConsolidated Statements of Financial
Condition, March 31, 2008 (unaudited)
and June 30, 2007
    
    
    1Consolidated Statements of Operations
for the three and nine months ended
March 31, 2008 and 2007 (unaudited)
    
    
    2Consolidated Statements of Cash Flows
for the nine months ended March 31,
2008 and 2007 (unaudited)
    
    
    3Notes to Consolidated Financial
Statements (unaudited)
    
    
    4Item 2
    
    Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    11Liquidity and Capital Resources
    
    
    21Item 3
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    21Item 4
    
    Controls and Procedures
    
    
    22Part II
    
    Other Information
    
    
    23EX-10.1EX-31.1EX-31.2EX-32




---



##### Table of Contents



PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 March 31,
    
    
    June 30,2008
    
    
    2007unauditedASSETSCash and cash equivalents:Cash and amounts due from depository institutions
    
    $
    7,386,872
    
    
    $
    20,293,042Interest bearing deposits
    
    
    3,841,499
    
    
    
    622,537Federal funds sold
    
    
    7,730,000
    
    
    
    7,542,000Total cash and cash equivalents
    
    
    18,958,371
    
    
    
    28,457,579Securities available for sale
    
    
    1,938,000
    
    
    
    0Securities held to maturity (fair values of $12,801,636 and
$58,068,865, respectively)
    
    
    12,580,000
    
    
    
    58,000,000Mortgage-backed securities held to maturity (fair values of
$53,791,275 and $24,302,048, respectively)
    
    
    53,710,431
    
    
    
    25,879,520Loans receivable held for sale, net
    
    
    12,066,118
    
    
    
    14,993,380Loans receivable, net of allowance of
$5,560,112 and $4,580,549, respectively
    
    
    709,084,902
    
    
    
    713,328,818Office properties and equipment, net
    
    
    9,546,322
    
    
    
    10,588,375Real estate owned, net
    
    
    4,255,792
    
    
    
    2,621,551Federal Home Loan Bank stock
    
    
    12,472,300
    
    
    
    12,311,600Bank owned life insurance
    
    
    22,849,308
    
    
    
    22,210,217Prepaid expenses and other assets
    
    
    12,469,848
    
    
    
    12,425,319Total Assets
    
    $
    869,931,392
    
    
    $
    900,816,359LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesDeposits
    
    $
    675,208,414
    
    
    $
    658,052,649Short-term advances from the Federal Home Loan Bank
    
    
    0
    
    
    
    65,000,000Line of credit
    
    
    250,000
    
    
    
    1,260,000Long-term advances from the Federal Home Loan Bank
    
    
    30,000,000
    
    
    
    10,000,000Repurchase agreement
    
    
    50,000,000
    
    
    
    50,000,000Subordinated debentures
    
    
    20,000,000
    
    
    
    20,000,000Advances from borrowers for taxes and insurance
    
    
    6,216,744
    
    
    
    8,546,669Accrued expenses and other liabilities
    
    
    16,619,300
    
    
    
    16,467,200Total Liabilities
    
    
    798,294,458
    
    
    
    829,326,518Stockholders EquitySerial preferred stock, none issued
    
    
    
    
    
    
    Common stock, $0.01 par value, 15,000,000 shares authorized;
8,246,548 and 8,204,536 shares issued, respectively
    
    
    82,465
    
    
    
    82,045Additional paid-in-capital
    
    
    69,069,448
    
    
    
    68,743,626Retained earnings
    
    
    6,419,280
    
    
    
    6,501,317Accumulated other comprehensive income (loss)
    
    
    (97,112
    )
    
    
    0Treasury Stock, at cost 472,725 shares
    
    
    (3,837,147
    )
    
    
    (3,837,147
    )Total Stockholders Equity
    
    
    71,636,934
    
    
    
    71,489,841Total Liabilities and Stockholders Equity
    
    $
    869,931,392
    
    
    $
    900,816,359
 See accompanying notes to consolidated financial statements
 Page 1




---



##### Table of Contents



PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Interest and dividends incomeLoans
    
    $
    12,467,244
    
    
    $
    13,850,504
    
    
    $
    39,578,811
    
    
    $
    42,661,845Mortgage-backed securities
    
    
    384,335
    
    
    
    336,611
    
    
    
    1,016,618
    
    
    
    993,426Federal Home Loan Bank stock dividends
    
    
    160,706
    
    
    
    193,528
    
    
    
    579,638
    
    
    
    550,212Securities
    
    
    238,169
    
    
    
    665,237
    
    
    
    1,514,282
    
    
    
    1,928,351Fed funds sold and interest bearing deposits
    
    
    322,376
    
    
    
    149,738
    
    
    
    642,120
    
    
    
    430,856Total interest and dividends income
    
    
    13,572,830
    
    
    
    15,195,618
    
    
    
    43,331,469
    
    
    
    46,564,690Interest expenseDeposits
    
    
    7,111,539
    
    
    
    7,136,797
    
    
    
    21,838,348
    
    
    
    21,251,145Short-term borrowings
    
    
    40,492
    
    
    
    748,245
    
    
    
    1,541,537
    
    
    
    2,319,683Long-term borrowings
    
    
    873,249
    
    
    
    826,653
    
    
    
    2,505,321
    
    
    
    2,513,245Subordinated debt
    
    
    357,028
    
    
    
    389,154
    
    
    
    1,132,827
    
    
    
    1,160,115Total interest expense
    
    
    8,382,308
    
    
    
    9,100,849
    
    
    
    27,018,033
    
    
    
    27,244,188Net interest income
    
    
    5,190,522
    
    
    
    6,094,769
    
    
    
    16,313,436
    
    
    
    19,320,502Provision for loan losses
    
    
    819,000
    
    
    
    (1,000
    )
    
    
    1,494,400
    
    
    
    91,000Net interest income after provision for loan losses
    
    
    4,371,522
    
    
    
    6,095,769
    
    
    
    14,819,036
    
    
    
    19,229,502Noninterest income, netService and other fees
    
    
    185,835
    
    
    
    179,123
    
    
    
    614,450
    
    
    
    567,216Mortgage banking activities, net
    
    
    658,823
    
    
    
    359,599
    
    
    
    1,385,191
    
    
    
    1,093,642Increase in cash surrender value of bank owned life insurance
    
    
    171,470
    
    
    
    259,412
    
    
    
    639,091
    
    
    
    611,584Other, net
    
    
    198,394
    
    
    
    55,103
    
    
    
    208,058
    
    
    
    313,720Total noninterest income, net
    
    
    1,214,522
    
    
    
    853,237
    
    
    
    2,846,790
    
    
    
    2,586,162Noninterest expenseCompensation and benefits
    
    
    2,522,392
    
    
    
    3,046,723
    
    
    
    8,116,665
    
    
    
    9,329,763Office occupancy and equipment
    
    
    752,672
    
    
    
    847,396
    
    
    
    2,367,643
    
    
    
    2,560,473Other
    
    
    1,917,819
    
    
    
    1,407,825
    
    
    
    5,019,929
    
    
    
    4,367,320Total noninterest expense
    
    
    5,192,883
    
    
    
    5,301,944
    
    
    
    15,504,237
    
    
    
    16,257,556Income before federal income tax provision
    
    
    393,161
    
    
    
    1,647,062
    
    
    
    2,161,589
    
    
    
    5,558,108Federal income tax provision
    
    
    91,916
    
    
    
    469,658
    
    
    
    517,516
    
    
    
    1,681,006Net income
    
    $
    301,245
    
    
    $
    1,177,404
    
    
    $
    1,644,073
    
    
    $
    3,877,102Basic earnings per share
    
    $
    0.04
    
    
    $
    0.15
    
    
    $
    0.21
    
    
    $
    0.50Diluted earnings per share
    
    $
    0.04
    
    
    $
    0.15
    
    
    $
    0.21
    
    
    $
    0.49Dividends declared per common share
    
    $
    0.074
    
    
    $
    0.074
    
    
    $
    0.222
    
    
    $
    0.222
 See accompanying notes to consolidated financial statements
 Page 2




---



##### Table of Contents



PVF CAPITAL CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
 Nine Months EndedMarch 31,2008
    
    
    2007Operating ActivitiesNet income
    
    $
    1,644,073
    
    
    $
    3,877,102Adjustments to reconcile net income to net cash from operating activities
Amortization of premium on mortgage-backed securities
    
    
    16,199
    
    
    
    19,772Depreciation and amortization
    
    
    1,143,044
    
    
    
    1,319,294Provision for losses on loans
    
    
    1,494,400
    
    
    
    91,000Accretion of deferred loan origination fees, net
    
    
    (755,618
    )
    
    
    (1,110,402
    )(Gain) loss on sale of loans receivable held for sale, net
    
    
    (667,720
    )
    
    
    (180,661
    )(Gain) loss on disposal of real estate owned, net
    
    
    162,099
    
    
    
    (236,242
    )Market adjustment for loans held for sale
    
    
    (50,400
    )
    
    
    (156,000
    )Change in fair value of mortgage banking derivatives
    
    
    (300,613
    )
    
    
    (254,000
    )Stock compensation
    
    
    86,498
    
    
    
    186,655Federal Home Loan Bank stock dividends
    
    
    (160,700
    )
    
    
    (356,600
    )Change in accrued interest on securities, loans, and borrowings, net
    
    
    (143,907
    )
    
    
    (164,488
    )Origination of loans receivable held for sale, net
    
    
    (101,004,753
    )
    
    
    (67,964,062
    )Sale of loans receivable held for sale, net
    
    
    103,572,431
    
    
    
    68,955,891Increase in cash surrender value of bank owned life insurance
    
    
    (639,091
    )
    
    
    (611,584
    )Net change in other assets and other liabilities
    
    
    (653,102
    )
    
    
    880,673Net cash from operating activities
    
    
    3,742,840
    
    
    
    4,296,348Investing ActivitiesLoan repayments and originations, net
    
    
    (569,529
    )
    
    
    6,273,417Principal repayments on mortgage-backed securities held to maturity
    
    
    1,739,063
    
    
    
    2,439,220Mortgage-backed securities purchased
    
    
    (29,586,173
    )
    
    
    (1,550,973
    )Acquisition of bank owned life insurance
    
    
    0
    
    
    
    (5,000,000
    )Purchase of securities available for sale
    
    
    (2,085,140
    )
    
    
    0Purchase of securities held to maturity
    
    
    (37,580,000
    )
    
    
    0Calls and maturities of securities held to maturity
    
    
    83,000,000
    
    
    
    0Proceeds from sale of real estate owned
    
    
    2,278,323
    
    
    
    832,290Additions to office properties and equipment, net
    
    
    (100,991
    )
    
    
    (245,241
    )Net cash from investing activities
    
    
    17,095,553
    
    
    
    2,748,713Financing activitiesNet increase (decrease) in demand deposits, NOW, and passbook savings
    
    
    (2,230,977
    )
    
    
    2,567,641Net increase (decrease) in time deposits
    
    
    19,386,742
    
    
    
    7,593,361Proceeds from long-term Federal Home Loan Bank advances
    
    
    20,000,000
    
    
    
    0Net increase (decrease) in short-term Federal Home Loan Bank advances
    
    
    (65,000,000
    )
    
    
    (18,000,000
    )Proceeds from issuance of subordinated debentures
    
    
    0
    
    
    
    10,000,000Net proceeds from (repayment of) line of credit
    
    
    (1,010,000
    )
    
    
    (1,497,871
    )Proceeds from exercise of stock options
    
    
    336,171
    
    
    
    295,963Stock repurchased and retired
    
    
    (96,427
    )
    
    
    (293,541
    )Cash dividend paid
    
    
    (1,723,110
    )
    
    
    (1,714,359
    )Net cash from financing activities
    
    
    (30,337,601
    )
    
    
    (1,048,806
    )Net increase in cash and cash equivalents
    
    
    (9,499,208
    )
    
    
    5,996,255Cash and cash equivalents at beginning of period
    
    
    28,457,579
    
    
    
    19,738,269Cash and cash equivalents at end of period
    
    $
    18,958,371
    
    
    $
    25,734,524Supplemental disclosures of cash flow information:Cash payments of interest expense
    
    $
    27,094,315
    
    
    $
    27,180,960Cash payments of income taxes
    
    $
    954,000
    
    
    $
    2,328,000Supplemental noncash investing activity:Transfer of loans to real estate owned
    
    $
    4,074,663
    
    
    $
    1,065,431
 See accompanying notes to consolidated financial statements
 Page 3




---



##### Table of Contents



PVF CAPITAL CORP.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 For the Nine Months Ended
March 31, 2008 and 2007
(Unaudited)
     Page 4




---



##### Table of Contents



Nine months endedMarch 31, 2008Total options outstandingWeightedAverageExerciseShares
    
    
    PriceOptions outstanding, beginning of period
    
    
    582,150
    
    
    $
    9.12Forfeited
    
    
    (300
    )
    
    
    10.64Exercised
    
    
    (48,424
    )
    
    
    6.94Granted
    
    
    0
    
    
    
    0Options outstanding, end of period
    
    
    533,426
    
    
    $
    9.32Options exercisable, end of period
    
    
    421,357
    
    
    $
    8.83
  Page 5




---



##### Table of Contents



Three months ended
    
    Nine months endedMarch 31,
    
    March 31,2008
    
    2007
    
    2008
    
    2007Proceeds from options
exercised
    
    $
    0
    
    
    $
    180,060
    
    
    $
    336,171
    
    
    $
    295,963Related tax benefit
recognized
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Intrinsic value of
options exercised
    
    $
    0
    
    
    $
    71,645
    
    
    $
    388,042
    
    
    $
    146,445
  Expected average risk-free interest rate
    
    
    4.56
    %Expected average life (in years)
    
    
    9.14Expected volatility
    
    
    24.95
    %Expected dividend yield
    
    
    2.74
    %
  Page 6




---



##### Table of Contents



Three months ended March 31,2008
    
    2007Income
    
    Shares
    
    Per Share
    
    Income
    
    Shares
    
    Per Share(Numerator)
    
    (Denominator)
    
    Amount
    
    (Numerator)
    
    (Denominator)
    
    AmountBasic EPSNet Income
    
    $
    301,245
    
    
    
    7,773,823
    
    
    $
    0.04
    
    
    $
    1,177,404
    
    
    
    7,727,488
    
    
    $
    0.15Effect of Stock
Options
    
    
    
    
    
    
    84,972
    
    
    
    0.00
    
    
    
    
    
    
    
    126,024
    
    
    
    0.00Diluted EPSNet Income
    
    $
    301,245
    
    
    
    7,858,795
    
    
    $
    0.04
    
    
    $
    1,177,404
    
    
    
    7,853,512
    
    
    $
    0.15
 Nine months ended March 31,2008
    
    2007Income
    
    Shares
    
    Per Share
    
    Income
    
    Shares
    
    Per Share(Numerator)
    
    (Denominator)
    
    Amount
    
    (Numerator)
    
    (Denominator)
    
    AmountBasic EPSNet Income
    
    $
    1,644,073
    
    
    
    7,763,367
    
    
    $
    0.21
    
    
    $
    3,877,102
    
    
    
    7,722,400
    
    
    $
    0.50Effect of Stock
Options
    
    
    
    
    
    
    151,837
    
    
    
    0.00
    
    
    
    
    
    
    
    113,411
    
    
    
    (0.01
    )Diluted EPSNet Income
    
    $
    1,644,073
    
    
    
    7,915,204
    
    
    $
    0.21
    
    
    $
    3,877,102
    
    
    
    7,835,811
    
    
    $
    0.49
    March 31,
    
    
    June 30,2008
    
    
    2007Loans held for sale
    
    $
    12,066,118
    
    
    $
    15,043,780Less: Allowance to adjust to lower of cost or market
    
    
    
    
    
    
    (50,400
    )Loans held for sale, net
    
    $
    12,066,118
    
    
    $
    14,993,380
  Page 7




---



##### Table of Contents



Nine Months EndedMarch 31,2008
    
    
    2007Servicing rights:Beginning of period
    
    $
    4,426,296
    
    
    $
    4,806,836Additions
    
    
    1,077,704
    
    
    
    656,150Amortized to expense
    
    
    (1,136,336
    )
    
    
    (977,952
    )End of period
    
    $
    4,367,664
    
    
    $
    4,485,034
  Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Mortgage loan servicing fees
    
    $
    505,187
    
    
    $
    499,714
    
    
    $
    1,502,794
    
    
    $
    1,480,933Amortization and impairment of
mortgage loan servicing rights
    
    $
    (463,038
    )
    
    $
    (330,600
    )
    
    $
    (1,136,336
    )
    
    $
    (977,952
    )Market adjustments for loans
held for sale
    
    
    
    
    
    
    
    
    
    $
    50,400
    
    
    $
    156,000Change in fair value of
mortgage banking derivatives
    
    $
    177,913
    
    
    $
    0
    
    
    $
    300,613
    
    
    $
    254,000Gain on sales of loans
    
    $
    438,761
    
    
    $
    190,485
    
    
    $
    667,720
    
    
    $
    180,661Mortgage banking activities,
net
    
    $
    658,823
    
    
    $
    359,599
    
    
    $
    1,385,191
    
    
    $
    1,093,642
   Page 8




---



##### Table of Contents



Page 9




---



##### Table of Contents



Page 10




---



##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FORWARD-LOOKING STATEMENTS
   TERMINATED MERGER AGREEMENT
   Page 11




---



##### Table of Contents



FINANCIAL CONDITION
     Page 12




---



##### Table of Contents



FINANCIAL CONDITION continued
  March 31,
    
    
    June 30,2008
    
    
    2007Real estate mortgages:One-to-four family residential
    
    $
    162,004,074
    
    
    $
    163,297,830Home equity line of credit
    
    
    85,212,146
    
    
    
    85,092,530Multi-family residential
    
    
    47,906,348
    
    
    
    48,100,726Commercial
    
    
    177,446,189
    
    
    
    184,849,852Commercial equity line of credit
    
    
    36,520,689
    
    
    
    33,207,626Land
    
    
    72,839,115
    
    
    
    74,414,426Construction  residential
    
    
    55,319,670
    
    
    
    63,315,868Construction  multi-family
    
    
    6,050,172
    
    
    
    6,397,318Construction  commercial
    
    
    38,609,530
    
    
    
    31,610,187Total real estate mortgages
    
    
    681,907,933
    
    
    
    690,286,363Non-real estate loans
    
    
    35,362,611
    
    
    
    30,454,898Total loans receivable
    
    
    717,270,544
    
    
    
    720,741,261Net deferred loan origination fees
    
    
    (2,625,530
    )
    
    
    (2,831,894
    )Allowance for loan losses
    
    
    (5,560,112
    )
    
    
    (4,580,549
    )Loans receivable, net
    
    $
    709,084,902
    
    
    $
    713,328,818
    Page 13




---



##### Table of Contents



RESULTS OF OPERATIONS
    
    Three months ended March 31, 2008,
compared to three months ended
March 31, 2007.
     Page 14




---



##### Table of Contents



RESULTS OF OPERATIONS  continued
  March 31, 2008
    
    March 31, 2007Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageBalance
    
    
    Interest
    
    
    Yield/Cost
    
    
    Balance
    
    
    Interest
    
    
    Yield/CostInterest-earning assetsLoans (1)
    
    $
    725,501
    
    
    $
    12,467
    
    
    
    6.87
    %
    
    $
    742,778
    
    
    $
    13,850
    
    
    
    7.46
    %Mortgage-backed securities
    
    
    30,935
    
    
    
    384
    
    
    
    4.98
    %
    
    
    27,191
    
    
    
    337
    
    
    
    4.96
    %Investments and other
    
    
    60,781
    
    
    
    721
    
    
    
    4.74
    %
    
    
    81,431
    
    
    
    1,009
    
    
    
    4.96
    %Total interest-earning
assets
    
    
    817,217
    
    
    
    13,572
    
    
    
    6.64
    %
    
    
    851,400
    
    
    
    15,196
    
    
    
    7.14
    %Non-interest-earning assets
    
    
    57,296
    
    
    
    
    
    
    
    
    
    
    
    57,107Total Assets
    
    $
    874,513
    
    
    
    
    
    
    
    
    
    
    $
    908,507Interest-bearing liabilitiesDeposits
    
    $
    671,217
    
    
    $
    7,111
    
    
    
    4.24
    %
    
    $
    663,862
    
    
    $
    7,137
    
    
    
    4.30
    %Borrowings
    
    
    87,639
    
    
    
    914
    
    
    
    4.17
    %
    
    
    126,784
    
    
    
    1,575
    
    
    
    4.97
    %Subordinated debt
    
    
    20,000
    
    
    
    357
    
    
    
    7.14
    %
    
    
    20,000
    
    
    
    389
    
    
    
    7.78
    %Total interest-bearing
liabilities
    
    
    778,856
    
    
    
    8,382
    
    
    
    4.30
    %
    
    
    810,646
    
    
    
    9,101
    
    
    
    4.49
    %Non-interest-bearing
liabilities
    
    
    23,986
    
    
    
    
    
    
    
    
    
    
    
    26,912Total liabilities
    
    $
    802,842
    
    
    
    
    
    
    
    
    
    
    $
    837,558Retained earnings
    
    
    71,671
    
    
    
    
    
    
    
    
    
    
    
    70,949Total liabilities and R.E.
    
    $
    874,513
    
    
    
    
    
    
    
    
    
    
    $
    908,507Net interest income
    
    
    
    
    
    $
    5,190
    
    
    
    
    
    
    
    
    
    
    $
    6,095Interest-rate spread
    
    
    
    
    
    
    
    
    
    
    2.34
    %
    
    
    
    
    
    
    
    
    
    
    2.65
    %Yield on interest-earning
assets
    
    
    
    
    
    
    
    
    
    
    2.54
    %
    
    
    
    
    
    
    
    
    
    
    2.86
    %Interest-earning assets to
interest-bearing
liabilities
    
    
    104.93
    %
    
    
    
    
    
    
    
    
    
    
    105.03
    %
 
 (1)
    
    Non-accruing loans are included in the average loan balances for the periods presented. Page 15




---



##### Table of Contents



RESULTS OF OPERATIONS continued
   March 31,
    
    
    June 30,2008
    
    
    2007(Dollars in thousands)Loans on non-accruing status (1):Real estate mortgages:One-to-four family residential
    
    $
    8,833
    
    
    $
    5,265Commercial
    
    
    5,255
    
    
    
    3,725Multi-family residential
    
    
    148
    
    
    
    Land
    
    
    2,487
    
    
    
    715Construction
    
    
    8,099
    
    
    
    3,948Consumer
    
    
    75
    
    
    
    Total loans on non-accrual status:
    
    $
    24,897
    
    
    $
    13,653Ratio of non-performing loans to total loans
    
    
    3.47
    %
    
    
    1.87
    %Other non-performing assets (2)
    
    $
    4,256
    
    
    $
    2,622Total non-performing assets
    
    $
    29,153
    
    
    $
    16,275Total non-performing assets to total assets
    
    
    3.35
    %
    
    
    1.81
    %
 
 (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. Page 16




---



##### Table of Contents



RESULTS OF OPERATIONS continued
      Page 17




---



##### Table of Contents



RESULTS OF OPERATIONS continued
    RESULTS OF OPERATIONS
    
    Nine months ended March 31, 2008,
compared to nine months ended
March 31, 2007.
   Page 18




---



##### Table of Contents



RESULTS OF OPERATIONS continued
  March 31, 2008
    
    March 31, 2007Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageBalance
    
    
    Interest
    
    
    Yield/Cost
    
    
    Balance
    
    
    Interest
    
    
    Yield/CostInterest-earning assetsLoans (1)
    
    $
    725,895
    
    
    $
    39,579
    
    
    
    7.27
    %
    
    $
    743,180
    
    
    $
    42,662
    
    
    
    7.65
    %Mortgage-backed securities
    
    
    27,197
    
    
    
    1,017
    
    
    
    4.99
    %
    
    
    27,047
    
    
    
    994
    
    
    
    4.90
    %Investments and other
    
    
    73,681
    
    
    
    2,735
    
    
    
    4.95
    %
    
    
    80,711
    
    
    
    2,909
    
    
    
    4.81
    %Total interest-earning
assets
    
    
    826,773
    
    
    
    43,331
    
    
    
    6.99
    %
    
    
    850,938
    
    
    
    46,565
    
    
    
    7.30
    %Non-interest-earning assets
    
    
    56,771
    
    
    
    
    
    
    
    
    
    
    
    59,471Total Assets
    
    $
    883,544
    
    
    
    
    
    
    
    
    
    
    $
    910,409Interest-bearing liabilitiesDeposits
    
    $
    656,633
    
    
    $
    21,838
    
    
    
    4.43
    %
    
    $
    663,596
    
    
    $
    21,251
    
    
    
    4.27
    %Borrowings
    
    
    108,695
    
    
    
    4,047
    
    
    
    4.96
    %
    
    
    127,806
    
    
    
    4,833
    
    
    
    5.04
    %Subordinated debt
    
    
    20,000
    
    
    
    1,133
    
    
    
    7.55
    %
    
    
    20,000
    
    
    
    1,160
    
    
    
    7.73
    %Total interest-bearing
liabilities
    
    
    785,328
    
    
    
    27,018
    
    
    
    4.59
    %
    
    
    811,402
    
    
    
    27,244
    
    
    
    4.48
    %Non-interest-bearing
liabilities
    
    
    26,480
    
    
    
    
    
    
    
    
    
    
    
    28,770Total liabilities
    
    $
    811,808
    
    
    
    
    
    
    
    
    
    
    $
    840,172Retained earnings
    
    
    71,736
    
    
    
    
    
    
    
    
    
    
    
    70,237Total liabilities and R.E.
    
    $
    883,544
    
    
    
    
    
    
    
    
    
    
    $
    910,409Net interest income
    
    
    
    
    
    $
    16,313
    
    
    
    
    
    
    
    
    
    
    $
    19,321Interest-rate spread
    
    
    
    
    
    
    
    
    
    
    2.40
    %
    
    
    
    
    
    
    
    
    
    
    2.82
    %Yield on interest-earning
assets
    
    
    
    
    
    
    
    
    
    
    2.63
    %
    
    
    
    
    
    
    
    
    
    
    3.03
    %Interest-earning assets to
interest-bearing
liabilities
    
    
    105.28
    %
    
    
    
    
    
    
    
    
    
    
    104.87
    %
 
 (1)
    
    Non-accruing loans are included in the average loan balances for the periods presented. Page 19




---



##### Table of Contents



RESULTS OF OPERATIONS continued
      Page 20




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
    
 
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Page 21




---



##### Table of Contents



CONTROLS AND PROCEDURES
   Page 22




---



##### Table of Contents



Our ability to continue to pay dividends at current levels may be limited by our cash needs at the
holding company level.
    Page 23




---



##### Table of Contents



(a)
    
    N/A(b)
    
    N/A(c)
    
    The following table illustrates the repurchase of the Companys
common stock during the period ended March 31, 2008:
 (c) Total Number of
    
    (d) Maximum NumberShares Purchased as
    
    of Shares that MayPart of Publicly
    
    Yet Be Purchased(a) Total Number of
    
    (b) Average Price
    
    Announced Plans or
    
    Under the Plans orPeriod
    
    Shares Purchased
    
    Paid per Share
    
    Programs
    
    ProgramsJanuary 1 through
January 31, 2008
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    
    265,602February 1 through
February 29, 2008
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    
    265,602March 1 through
March 31, 2008
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    
    265,602Total
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    
    265,602
      Votes in FavorNominee
    
    of election
    
    Votes WithheldJohn R. Male
    
    
    6,065,287
    
    
    
    715,930Stanley T. Jaros
    
    
    6,064,573
    
    
    
    716,644Raymond J. Negrelli
    
    
    6,065,446
    
    
    
    715,771Ronald D. Holman, II
    
    
    6,065,446
    
    
    
    715,771
      Page 24




---



##### Table of Contents



Votes For
    
    Votes against
    
    Abstain6,527,471
    
    
    213,087
    
    
    
    40,656
  Votes For
    
    Votes against
    
    Abstain6,555,294
    
    
    195,189
    
    
    
    30,733
  Votes For
    
    Votes against
    
    Abstain1,235,059
    
    
    2,771,546
    
    
    
    53,909
    Exhibits
  10.1
    
    Severance Agreements between PVF Capital Corp., Park View Federal
Savings Bank and each of John R. Male, C. Keith Swaney and Jeffrey N. Male31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer32
    
    Section 1350 Certification
 Page 25




---



##### Table of Contents



Signature
  PVF Capital Corp.
(Registrant)Date: May 9, 2008
    /s/ C. Keith SwaneyC. Keith SwaneyPresident, Chief Operating
Officer and Treasurer
(Only authorized officer and
Principal Financial Officer)