##### 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 December 31, 2007.
 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
    
    (I.R.S. Employerincorporation or organization)
    
    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
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ
  Common Stock, $0.01 Par Value
    
    7,773,823(Class)
    
    (Outstanding at February 1, 2008)




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##### 



PVF CAPITAL CORP.
  PagePart I Financial InformationItem 1 Financial StatementsConsolidated Statements of Financial
Condition, December 31, 2007 (unaudited)
and June 30, 2007
    
    
    1Consolidated Statements of Operations
for the three and six months ended
December 31, 2007 and 2006 (unaudited)
    
    
    2Consolidated Statements of Cash Flows
for the six months ended December 31,
2007 and 2006 (unaudited)
    
    
    3Notes to Consolidated Financial
Statements (unaudited)
    
    
    4Item 2 Managements Discussion and Analysis of
Financial Condition and Results of
Operations
    
    
    10Liquidity and Capital Resources
    
    
    19Item 3 Quantitative and Qualitative Disclosures
about Market Risk
    
    
    20Item 4 Controls and Procedures
    
    
    21Part II Other Information
    
    
    22EX-31.1EX-31.2EX-32




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##### Table of Contents



PVF CAPITAL CORP.
 
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 December 31,
    
    
    June 30,2007
    
    
    2007unauditedASSETSCash and cash equivalents:Cash and amounts due from depository institutions
    
    $
    11,470,573
    
    
    $
    20,293,042Interest bearing deposits
    
    
    12,907,149
    
    
    
    622,537Federal funds sold
    
    
    7,147,000
    
    
    
    7,542,000Total cash and cash equivalents
    
    
    31,524,722
    
    
    
    28,457,579Securities available for sale
    
    
    1,018,821
    
    
    
    0Securities held to maturity (fair values of $38,366,293 and
$58,068,865, respectively)
    
    
    38,080,000
    
    
    
    58,000,000Mortgage-backed securities held to maturity (fair values of
$24,286,587 and $24,302,048, respectively)
    
    
    24,730,591
    
    
    
    25,879,520Loans receivable held for sale, net
    
    
    10,002,294
    
    
    
    14,993,380Loans receivable, net of allowance of
$4,818,657 and $4,580,549, respectively
    
    
    708,967,918
    
    
    
    713,328,818Office properties and equipment, net
    
    
    9,847,459
    
    
    
    10,588,375Real estate owned, net
    
    
    4,127,890
    
    
    
    2,621,551Federal Home Loan Bank stock
    
    
    12,311,600
    
    
    
    12,311,600Bank owned life insurance
    
    
    22,677,838
    
    
    
    22,210,217Prepaid expenses and other assets
    
    
    12,275,331
    
    
    
    12,425,319Total Assets
    
    $
    875,564,464
    
    
    $
    900,816,359LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesDeposits
    
    $
    678,320,454
    
    
    $
    658,052,649Short-term advances from the Federal Home Loan Bank
    
    
    20,000,000
    
    
    
    65,000,000Line of credit
    
    
    3,215,000
    
    
    
    1,260,000Long-term advances from the Federal Home Loan Bank
    
    
    10,000,000
    
    
    
    10,000,000Repurchase agreement
    
    
    50,000,000
    
    
    
    50,000,000Subordinated debentures
    
    
    20,000,000
    
    
    
    20,000,000Advances from borrowers for taxes and insurance
    
    
    10,730,073
    
    
    
    8,546,669Accrued expenses and other liabilities
    
    
    11,317,142
    
    
    
    16,467,200Total Liabilities
    
    
    803,582,669
    
    
    
    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
    
    
    69,043,178
    
    
    
    68,743,626Retained earnings
    
    
    6,693,299
    
    
    
    6,501,317Treasury Stock, at cost 472,725 shares
    
    
    (3,837,147
    )
    
    
    (3,837,147
    )Total Stockholders Equity
    
    
    71,981,795
    
    
    
    71,489,841Total Liabilities and Stockholders Equity
    
    $
    875,564,464
    
    
    $
    900,816,359
  Page 1




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PVF CAPITAL CORP.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Interest and dividends incomeLoans
    
    $
    13,184,062
    
    
    $
    14,337,910
    
    
    $
    27,111,567
    
    
    $
    28,811,341Mortgage-backed securities
    
    
    313,595
    
    
    
    325,078
    
    
    
    632,283
    
    
    
    656,815Federal Home Loan Bank stock dividends
    
    
    217,224
    
    
    
    181,012
    
    
    
    418,932
    
    
    
    356,684Securities
    
    
    589,001
    
    
    
    657,251
    
    
    
    1,276,113
    
    
    
    1,263,114Fed funds sold and interest bearing deposits
    
    
    162,789
    
    
    
    157,902
    
    
    
    319,744
    
    
    
    281,118Total interest and dividends income
    
    
    14,466,671
    
    
    
    15,659,153
    
    
    
    29,758,639
    
    
    
    31,369,072Interest expenseDeposits
    
    
    7,410,930
    
    
    
    7,244,260
    
    
    
    14,726,809
    
    
    
    14,114,348Short-term borrowings
    
    
    563,943
    
    
    
    746,072
    
    
    
    1,501,045
    
    
    
    1,571,438Long-term borrowings
    
    
    840,133
    
    
    
    844,571
    
    
    
    1,632,072
    
    
    
    1,686,592Subordinated debt
    
    
    385,787
    
    
    
    391,611
    
    
    
    775,799
    
    
    
    770,961Total interest expense
    
    
    9,200,793
    
    
    
    9,226,514
    
    
    
    18,635,725
    
    
    
    18,143,339Net interest income
    
    
    5,265,878
    
    
    
    6,432,639
    
    
    
    11,122,914
    
    
    
    13,225,733Provision for loan losses
    
    
    82,000
    
    
    
    252,000
    
    
    
    675,400
    
    
    
    92,000Net interest income after
provision for loan losses
    
    
    5,183,878
    
    
    
    6,180,639
    
    
    
    10,447,514
    
    
    
    13,133,733Noninterest income, netService and other fees
    
    
    205,717
    
    
    
    206,221
    
    
    
    428,615
    
    
    
    388,093Mortgage banking activities, net
    
    
    325,987
    
    
    
    284,655
    
    
    
    726,368
    
    
    
    734,043Increase in cash surrender value of bank owned
life insurance
    
    
    214,405
    
    
    
    205,751
    
    
    
    467,621
    
    
    
    352,172Other, net
    
    
    87,882
    
    
    
    241,389
    
    
    
    9,664
    
    
    
    258,617Total noninterest income, net
    
    
    833,991
    
    
    
    938,016
    
    
    
    1,632,268
    
    
    
    1,732,925Noninterest expenseCompensation and benefits
    
    
    2,629,842
    
    
    
    3,158,328
    
    
    
    5,594,273
    
    
    
    6,283,040Office occupancy and equipment
    
    
    813,118
    
    
    
    851,287
    
    
    
    1,614,971
    
    
    
    1,713,077Other
    
    
    1,582,147
    
    
    
    1,475,237
    
    
    
    3,102,110
    
    
    
    2,959,495Total noninterest expense
    
    
    5,025,107
    
    
    
    5,484,852
    
    
    
    10,311,354
    
    
    
    10,955,612Income before federal income tax
provision
    
    
    992,762
    
    
    
    1,633,803
    
    
    
    1,768,428
    
    
    
    3,911,046Federal income tax provision
    
    
    261,000
    
    
    
    497,200
    
    
    
    425,600
    
    
    
    1,211,348Net income
    
    $
    731,762
    
    
    $
    1,136,603
    
    
    $
    1,342,828
    
    
    $
    2,699,698Basic earnings per share
    
    $
    0.09
    
    
    $
    0.15
    
    
    $
    0.17
    
    
    $
    0.35Diluted earnings per share
    
    $
    0.09
    
    
    $
    0.15
    
    
    $
    0.17
    
    
    $
    0.35Dividends declared per common share
    
    $
    0.074
    
    
    $
    0.074
    
    
    $
    0.148
    
    
    $
    0.148
  Page 2




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PVF CAPITAL CORP.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Six Months EndedDecember 31,2007
    
    
    2006Operating ActivitiesNet income
    
    $
    1,342,828
    
    
    $
    2,699,698Adjustments to reconcile net income to net cash from operating activitiesAmortization of premium on mortgage-backed securities
    
    
    11,471
    
    
    
    16,606Depreciation and amortization
    
    
    796,333
    
    
    
    888,890Provision for losses on loans
    
    
    675,400
    
    
    
    92,000Accretion of deferred loan origination fees, net
    
    
    (449,290
    )
    
    
    (796,974
    )(Gain) loss on sale of loans receivable held for sale, net
    
    
    (228,959
    )
    
    
    9,824(Gain) loss on disposal of real estate owned, net
    
    
    194,178
    
    
    
    (227,922
    )Market adjustment for loans held for sale
    
    
    (50,400
    )
    
    
    (156,000
    )Change in fair value of mortgage banking derivatives
    
    
    (122,700
    )
    
    
    (254,000
    )Stock compensation
    
    
    60,228
    
    
    
    141,502Federal Home Loan Bank stock dividends
    
    
    0
    
    
    
    (356,600
    )Change in
accrued interest on securities, loan, and borrowings, net
    
    
    (43,720
    )
    
    
    (402,111
    )Origination of loans receivable held for sale, net
    
    
    (44,555,348
    )
    
    
    (44,307,713
    )Sale of loans receivable held for sale, net
    
    
    49,295,091
    
    
    
    41,802,399Increase in
cash surrender value of bank owned life insurance
    
    
    (467,621
    )
    
    
    (352,172
    )Net change in other assets and other liabilities
    
    
    (2,121,544
    )
    
    
    4,212,004Net cash from operating activities
    
    
    4,335,947
    
    
    
    3,009,431Investing ActivitiesLoan repayments and originations, net
    
    
    1,034,200
    
    
    
    6,643,686Principal repayments on mortgage-backed securities held
to maturity
    
    
    1,137,777
    
    
    
    1,644,543Mortgage-backed securities purchased
    
    
    0
    
    
    
    (1,550,973
    )Acquisition of bank owned life insurance
    
    
    0
    
    
    
    (5,000,000
    )Purchase of securities available for sale
    
    
    (1,019,140
    )Purchase of securities held to maturity
    
    
    (32,580,000
    )
    
    
    0Calls of securities held to maturity
    
    
    52,500,000
    
    
    
    0Proceeds from sale of real estate owned
    
    
    1,400,073
    
    
    
    684,026Additions to office properties and equipment, net
    
    
    (55,417
    )
    
    
    (140,561
    )Net cash from investing activities
    
    
    22,417,493
    
    
    
    2,280,721Financing activitiesNet increase
(decrease) in demand deposits, NOW and passbook savings
    
    
    (955,340
    )
    
    
    3,529,710Net increase (decrease) in time deposits
    
    
    21,223,145
    
    
    
    13,940,185Repayment of long-term Federal Home Loan Bank advances
    
    
    0
    
    
    
    0Net increase
(decrease) in short-term Federal Home Loan Bank advances
    
    
    (45,000,000
    )
    
    
    (21,000,000
    )Repurchase agreement
    
    
    0
    
    
    
    0Proceeds from issuance of subordinated debentures
    
    
    
    
    
    
    10,000,000Net proceeds from (repayment of) line of credit
    
    
    1,955,000
    
    
    
    0Repayment of notes payable
    
    
    0
    
    
    
    (1,772,871
    )Purchase of treasury stock
    
    
    0
    
    
    
    0Proceeds from exercise of stock options
    
    
    336,171
    
    
    
    115,903Stock repurchased and retired
    
    
    (96,427
    )
    
    
    (113,500
    )Cash dividend paid
    
    
    (1,147,846
    )
    
    
    (1,142,492
    )Net cash from financing activities
    
    
    (23,685,297
    )
    
    
    3,556,935Net increase in cash and cash equivalents
    
    
    3,068,143
    
    
    
    8,847,087Cash and cash equivalents at beginning of period
    
    
    28,457,579
    
    
    
    19,738,269Cash and cash equivalents at end of period
    
    $
    31,525,722
    
    
    $
    28,585,356Supplemental disclosures of cash flow information:Cash payments of interest expense
    
    $
    18,639,311
    
    
    $
    18,090,517Cash payments of income taxes
    
    $
    576,000
    
    
    $
    1,630,000Supplemental noncash investing activity:Transfer of loans to real estate owned
    
    $
    3,100,590
    
    
    $
    0
  Page 3




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PVF CAPITAL CORP.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 For the Six Months Ended
December 31, 2007 and 2006
(Unaudited)
     Page 4




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##### Table of Contents



Six months endedDecember 31, 2007Total options outstandingWeightedAverageExerciseShares
    
    
    PriceOptions outstanding, beginning of period
    
    
    582,150
    
    
    $
    9.12Forfeited
    
    
    0
    
    
    
    0Exercised
    
    
    (48,424
    )
    
    
    6.94Granted
    
    
    0
    
    
    
    0Options outstanding, end of period
    
    
    533,726
    
    
    $
    9.32Options exercisable, end of period
    
    
    421,477
    
    
    $
    8.83
   Three months ended
    
    Six months endedDecember 31,
    
    December 31,2007
    
    2006
    
    2007
    
    2006Proceeds from options
exercised
    
    $
    82,917
    
    
    $
    104,619
    
    
    $
    336,171
    
    
    $
    115,903Related tax benefit
recognized
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Intrinsic value of
options exercised
    
    $
    104,645
    
    
    $
    61,395
    
    
    $
    388,042
    
    
    $
    74,800
  2006Expected average risk-free interest rate
    
    
    4.56
    %Expected average life (in years)
    
    
    9.14Expected volatility
    
    
    24.95
    %Expected dividend yield
    
    
    2.74
    %
 Page 5




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##### Table of Contents



Three months ended December 31,2007
    
    
    2006Income
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    Amount
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    AmountBasic EPS
Net Income
    
    $
    731,762
    
    
    
    7,771,248
    
    
    $
    0.09
    
    
    $
    1,136,603
    
    
    
    7,721,939
    
    
    $
    0.15Effect of Stock
Options
    
    
    
    
    
    
    170,417
    
    
    
    0.00
    
    
    
    
    
    
    
    107,189
    
    
    
    0.00Diluted EPS
Net Income
    
    $
    731,762
    
    
    
    7,941,665
    
    
    $
    0.09
    
    
    $
    1,136,603
    
    
    
    7,829,128
    
    
    $
    0.15
 Six months ended December 31,2007
    
    
    2006Income
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    Amount
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    AmountBasic EPS
Net Income
    
    $
    1,342,828
    
    
    
    7,758,886
    
    
    $
    0.17
    
    
    $
    2,699,698
    
    
    
    7,719,641
    
    
    $
    0.35Effect of Stock
Options
    
    
    
    
    
    
    185,270
    
    
    
    0.00
    
    
    
    
    
    
    
    107,105
    
    
    
    0.00Diluted EPS
Net Income
    
    $
    1,342,828
    
    
    
    7,944,156
    
    
    $
    0.17
    
    
    $
    2,699,698
    
    
    
    7,826,746
    
    
    $
    0.35
    December 31,
    
    
    June 30,2007
    
    
    2007Loans held for sale
    
    $
    10,002,294
    
    
    $
    15,043,780Less: Allowance to adjust to lower of cost or market
    
    
    
    
    
    
    (50,400
    )Loans held for sale, net
    
    $
    10,002,294
    
    
    $
    14,993,380
 Page 6




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##### Table of Contents



Six Months EndedDecember 31,2007
    
    
    2006Servicing rights:Beginning of period
    
    $
    4,426,296
    
    
    $
    4,806,836Additions
    
    
    530,702
    
    
    
    409,566Amortized to expense
    
    
    (673,298
    )
    
    
    (647,352
    )End of period
    
    $
    4,283,700
    
    
    $
    4,569,050
  Three Months Ended
    
    
    Six Months EndedDecember 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Mortgage loan servicing fees
    
    $
    495,603
    
    
    $
    487,641
    
    
    $
    997,607
    
    
    $
    981,219Amortization and impairment of
mortgage loan servicing rights
    
    $
    (342,854
    )
    
    $
    (333,137
    )
    
    $
    (673,298
    )
    
    $
    (647,352
    )Market adjustments for loans
held for sale
    
    
    
    
    
    
    
    
    
    $
    50,400
    
    
    
    156,000Change in fair value of
mortgage banking derivatives
    
    $
    126,400
    
    
    $
    162,000
    
    
    $
    122,700
    
    
    $
    254,000Gain (losses) on sales of loans
    
    $
    46,838
    
    
    $
    (31,849
    )
    
    $
    228,959
    
    
    $
    (9,824
    )Mortgage banking activities,
net
    
    $
    325,987
    
    
    $
    284,655
    
    
    $
    726,368
    
    
    $
    734,043
  Page 7




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Page 8




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Page 9




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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FORWARD-LOOKING STATEMENTS
   PENDING MERGER AGREEMENT
   Page 10




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##### Table of Contents



PENDING MERGER AGREEMENT continued
   FINANCIAL CONDITION
    
 Page 11




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##### Table of Contents



PENDING MERGER AGREEMENT continued
  December 31,
    
    
    June 30,2007
    
    
    2007Real estate mortgages:One-to-four family residential
    
    $
    168,584,764
    
    
    $
    163,297,830Home equity line of credit
    
    
    84,951,899
    
    
    
    85,092,530Multi-family residential
    
    
    46,498,968
    
    
    
    48,100,726Commercial
    
    
    179,500,168
    
    
    
    184,849,852Commercial equity line of credit
    
    
    31,115,243
    
    
    
    33,207,626Land
    
    
    73,595,085
    
    
    
    74,414,426Construction  residential
    
    
    61,921,143
    
    
    
    63,315,868Construction  multi-family
    
    
    5,368,665
    
    
    
    6,397,318Construction  commercial
    
    
    35,504,870
    
    
    
    31,610,187Total real estate mortgages
    
    
    687,040,805
    
    
    
    690,286,363Non-real estate loans
    
    
    29,361,381
    
    
    
    30,454,898Total loans receivable
    
    
    716,402,186
    
    
    
    720,741,261Net deferred loan origination fees
    
    
    (2,615,611
    )
    
    
    (2,831,894
    )Allowance for loan losses
    
    
    (4,818,657
    )
    
    
    (4,580,549
    )Loans receivable, net
    
    $
    708,967,918
    
    
    $
    713,328,818
     Page 12




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##### Table of Contents



RESULTS OF OPERATIONS
    
    Three months ended December 31, 2007,compared to three months endedDecember 31, 2006.
     Page 13




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##### Table of Contents



RESULTS OF OPERATIONS continued
  December 31, 2007
    
    
    December 31, 2006Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageBalance
    
    
    Interest
    
    
    Yield/Cost
    
    
    Balance
    
    
    Interest
    
    
    Yield/CostInterest-earning assetsLoans (1)
    
    $
    726,626
    
    
    $
    13,184
    
    
    
    7.26
    %
    
    $
    745,278
    
    
    $
    14,338
    
    
    
    7.70
    %Mortgage-backed securities
    
    
    25,043
    
    
    
    314
    
    
    
    5.01
    %
    
    
    26,669
    
    
    
    325
    
    
    
    4.87
    %Investments and other
    
    
    78,123
    
    
    
    969
    
    
    
    4.96
    %
    
    
    81,688
    
    
    
    996
    
    
    
    4.88
    %Total interest-earning
assets
    
    
    829,792
    
    
    
    14,467
    
    
    
    6.97
    %
    
    
    853,635
    
    
    
    15,659
    
    
    
    7.34
    %Non-interest-earning assets
    
    
    60,723
    
    
    
    
    
    
    
    
    
    
    
    59,855Total Assets
    
    $
    890,515
    
    
    
    
    
    
    
    
    
    
    $
    913,490Interest-bearing
LiabilitiesDeposits
    
    $
    655,425
    
    
    $
    7,411
    
    
    
    4.52
    %
    
    $
    666,160
    
    
    $
    7,244
    
    
    
    4.35
    %Borrowings
    
    
    105,365
    
    
    
    1,404
    
    
    
    5.33
    %
    
    
    125,521
    
    
    
    1,591
    
    
    
    5.07
    %Subordinated debt
    
    
    20,000
    
    
    
    386
    
    
    
    7.72
    %
    
    
    20,000
    
    
    
    391
    
    
    
    7.82
    %Total interest-bearing
liabilities
    
    
    780,790
    
    
    
    9,201
    
    
    
    4.71
    %
    
    
    811,681
    
    
    
    9,226
    
    
    
    4.55
    %Non-interest-bearing
liabilities
    
    
    37,851
    
    
    
    
    
    
    
    
    
    
    
    31,475Total liabilities
    
    
    818,641
    
    
    
    
    
    
    
    
    
    
    $
    843,156Retained earnings
    
    
    71,874
    
    
    
    
    
    
    
    
    
    
    
    70,334Total liabilities and R.E.
    
    $
    890,515
    
    
    
    
    
    
    
    
    
    
    
    913,490Net interest income
    
    
    
    
    
    $
    5,266
    
    
    
    
    
    
    
    
    
    
    $
    6,433Interest-rate spread
    
    
    
    
    
    
    
    
    
    
    2.26
    %
    
    
    
    
    
    
    
    
    
    
    2.79
    %Yield on interest-earning
assets
    
    
    
    
    
    
    
    
    
    
    2.54
    %
    
    
    
    
    
    
    
    
    
    
    3.01
    %Interest-earning assets to
            interest-bearing liabilities
    
    
    106.28
    %
    
    
    
    
    
    
    
    
    
    
    105.17
    %
 
 (1)
    
    Non-accruing loans are included in the average loan balances for the periods presented. Page 14




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##### Table of Contents



RESULTS OF OPERATIONS continued
   December 31,
    
    
    June 30,2007
    
    
    2007(Dollars in thousands)Loans on non-accruing status (1):Real estate mortgages:One-to-four family residential
    
    $
    7,573
    
    
    $
    5,265Commercial
    
    
    5,328
    
    
    
    3,725Multi-family residential
    
    
    148
    
    
    
    Land
    
    
    1,514
    
    
    
    715Construction
    
    
    5,432
    
    
    
    3,948Consumer
    
    
    65
    
    
    
    Total loans on non-accrual status:
    
    $
    20,060
    
    
    $
    13,653Ratio of non-performing loans to total loans
    
    
    2.79
    %
    
    
    1.87
    %Other non-performing assets (2)
    
    $
    4,128
    
    
    $
    2,622Total non-performing assets
    
    $
    24,188
    
    
    $
    16,275Total non-performing assets to total assets
    
    
    2.76
    %
    
    
    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 15




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RESULTS OF OPERATIONS continued
     Page 16




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##### Table of Contents



RESULTS OF OPERATIONS continued
   
 RESULTS OF OPERATIONS
    
    Six months ended December 31, 2007,
compared to six months ended
December 31, 2006.
    Page 17




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##### Table of Contents



RESULTS OF OPERATIONS continued
 December 31, 2007
    
    
    December 31, 2006Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageBalance
    
    
    Interest
    
    
    Yield/Cost
    
    
    Balance
    
    
    Interest
    
    
    Yield/CostInterest-earning assetsLoans (1)
    
    $
    726,092
    
    
    $
    27,112
    
    
    
    7.47
    %
    
    $
    743,381
    
    
    $
    28,812
    
    
    
    7.75
    %Mortgage-backed securities
    
    
    25,328
    
    
    
    632
    
    
    
    4.99
    %
    
    
    26,975
    
    
    
    657
    
    
    
    4.87
    %Investments and other
    
    
    80,131
    
    
    
    2,015
    
    
    
    5.03
    %
    
    
    80,351
    
    
    
    1,900
    
    
    
    4.73
    %Total interest-earning
assets
    
    
    831,551
    
    
    
    29,759
    
    
    
    7.16
    %
    
    
    850,707
    
    
    
    31,369
    
    
    
    7.37
    %Non-interest-earning assets
    
    
    56,508
    
    
    
    
    
    
    
    
    
    
    
    60,653Total Assets
    
    $
    888,059
    
    
    
    
    
    
    
    
    
    
    $
    911,360Interest-bearing liabilitiesDeposits
    
    $
    649,341
    
    
    $
    14,727
    
    
    
    4.54
    %
    
    $
    663,463
    
    
    $
    14,114
    
    
    
    4.25
    %Borrowings
    
    
    119,223
    
    
    
    3,133
    
    
    
    5.26
    %
    
    
    128,317
    
    
    
    3,258
    
    
    
    5.08
    %Subordinated debt
    
    
    20,000
    
    
    
    776
    
    
    
    7.76
    %
    
    
    20,000
    
    
    
    771
    
    
    
    7.71
    %Total interest-bearing
liabilities
    
    
    788,564
    
    
    
    18,636
    
    
    
    4.73
    %
    
    
    811,780
    
    
    
    18,143
    
    
    
    4.47
    %Non-interest-bearing
liabilities
    
    
    27,727
    
    
    
    
    
    
    
    
    
    
    
    29,699Total liabilities
    
    
    816,291
    
    
    
    
    
    
    
    
    
    
    
    841,479Retained earnings
    
    
    71,768
    
    
    
    
    
    
    
    
    
    
    
    69,881Total liabilities and R.E.
    
    $
    888,059
    
    
    
    
    
    
    
    
    
    
    $
    911,360Net interest income
    
    
    
    
    
    $
    11,123
    
    
    
    
    
    
    
    
    
    
    $
    13,226Interest-rate spread
    
    
    
    
    
    
    
    
    
    
    2.43
    %
    
    
    
    
    
    
    
    
    
    
    2.90
    %Yield on interest-earning
assets
    
    
    
    
    
    
    
    
    
    
    2.68
    %
    
    
    
    
    
    
    
    
    
    
    3.11
    %Interest-earning assets to
interest-bearing
liabilities
    
    
    105.45
    %
    
    
    
    
    
    
    
    
    
    
    104.80
    %
 
 (1)
    
    Non-accruing loans are included in the average loan balances for the periods presented.  Page 18




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RESULTS OF OPERATIONS continued
     
 LIQUIDITY AND CAPITAL RESOURCES
  Page 19




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES continued
   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    Page 20




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##### Table of Contents



CONTROLS AND PROCEDURES
   Page 21




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##### Table of Contents



Consummation of the merger is subject to conditions and is not assured.
    (a)
    
    N/A(b)
    
    N/A(c)
    
    The following table illustrates the repurchase of the Companys
common stock during the period ended December 31, 2007:
 (c) TotalNumber ofSharesPurchased as(a) Total
    
    
    
    
    
    Part of
    
    (d) Maximum Number ofNumber of
    
    (b) Average
    
    Publicly
    
    Shares that May YetShares
    
    Price Paid
    
    Announced Plans
    
    Be Purchased UnderPeriod
    
    Purchased
    
    per Share
    
    or Programs
    
    the Plans or ProgramsOctober 1 throughOctober 31, 2007
    
    
    1,976
    
    
    $
    14.99
    
    
    
    0
    
    
    
    265,602November 1 throughNovember 30, 2007
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    
    265,602December 1 throughDecember 31, 2007
    
    
    0
    
    
    $
    0.00
    
    
    
    0
    
    
    
    265,602Total
    
    
    1,976
    
    
    $
    14.99
    
    
    
    0
    
    
    
    265,602
 Page 22




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Exhibits
 The following exhibits are filed herewith:31.1 Rule 13a-14(a) Certification of Chief Executive Officer31.2 Rule 13a-14(a) Certification of Chief Financial Officer32 Section 1350 Certification
 Page 23




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##### Table of Contents



Signature
  PVF Capital Corp.(Registrant)Date:
    
    February 7, 2008
    
    
    
    /s/ C. Keith SwaneyC. Keith SwaneyPresident, Chief OperatingOfficer and Treasurer(Only authorized officer andPrincipal Financial Officer)